GENERAL CONDITIONS OF SUBCONTRACT GUIDANCE FoR THE PREPARATION OF PARTICULAR CONDITIONS OF SUBCONTRACT FIDIC® Conditions of Subcontract ae nie SUBCONTRACTOR'S OFFER, for CONSTRUCTION SUBCONTRACTORS O° OF ACCEPTANCE AND FOR BUILDING AND ENGINEERING WORKS ‘SUBCONTRACT AGREEMENT DESIGNED BY THE EMPLOYER: General Conditions Fest Exton 2011 ISBN 878 ~2~ 86432 ~ 063-9 FEDERATION INTERNATIONALE DES INGENIEURS.CONSELS / INTERNATIONAL FEDERATION OF CONSULING ENGINEERS — Laee : INTEINATIONALE. VEREINGUNG.BERATENDER, INGENEURE © FEBERAAGION INTENAGIONAL DE INGENIEROS CONGULTORES.i 12 13 14 18 16 Wz 18 19 1.10 an 24 22 23 2a 25 aa 32 33 34 35 4 aq 42 43 4a 5 Sa 52 General Conditions of Subcontract CONTENTS: DEFINITIONS AND INTERPRETATION ‘Subcontract Definitions Headings and Marginal Notes Subcontract interpretation ‘Subcontract Communications Priority of Subcontract Documents Notices, Consents, Approvals, Certiicates, Confirmations, Decisions, ‘and Determinations Joint and Several Liability under the Subcontract ‘Subcontract Law and Language Subcontract Agreement No Privity of Contract with Employer Subcontract Sections ‘THE MAIN CONTRACT .. Subcontractor's Knowiedge of Main Contract Compance with Main Contract Instructions and Determinations under Main Contract, Fights, Entitlements and Remedies under Main Contract Main Contract Documents THE CONTRACTOR Contractor's instructions ‘Access to the Site Contractor's Claims in connection with the Subcontract Employer's Gains in connection with the Main Contract Co-ordination of Main Works: ‘THE SUBCONTRACTOR ... ‘Subcontractor's General Obligations Subcontract Performance Security Access to the Subcontract Works ‘Subcontractor’s Documents ASSIGNMENT OF THE SUBCONTRACT AND SUBCONTRACTING... 10 ‘Assignment of Subcontract, ‘Subcontractinget 62 63 64 7A 72 73 TA 15 an a2 as Ba 85 86 a7 at 92 10 10.4 10.2 103 " WA 12 11.3 2 iA 12.2 2s 13 13.4 132 33 134 ‘CO-OPERATION, STAFF AND LABOUR, - 10 ‘Co-operation under the Subcontract Parsons in the Service of Others Contractor's Subcontract Representative ‘Subcontractor's Representative EQUIPMENT, TEMPORARY WORKS, OTHER FACILITIES, ......... 12 PLANT, AND MATERIALS: ‘Subcontractor’s Use of Equipment, Temporary Works, and/or Othor Facies Free-Issue Materials Indemnity for Misuse (Qwnorship of Subcontract Plant and Materials ‘Subcontractor's Equipment and Subcontract Plant COMMENCEMENT AND COMPLETION Commencement of Subcontract Works Subcontract Time for Complation Subcontract Programme Extension of Subcontract Time for Completion Subcontract Progress Reports Susponsion of Subcontract Works by the Contractor ‘Subcontract Damages for Delay ‘TESTS ON COMPLETION .. < 215 ‘Subcontract Tests on Complotion Main Contract Tests on Completion COMPLETION AND TAKING-OVER THE SUBCONTRACT WORKS ... 15 CComplotion of Subcontract Works Taking-Over Subcontract Works ‘Taking-Over by the Contractor DEFECTS LIABILITY . ”7 Subcontractor’s Obligations after Taking-Over ‘Subcontract Defacts Notification Period Perlormance Certiicate MEASUREMENT AND EVALUATION. 18 Measurement of Subcontract Works Quantity Estimated and Quantity Executed Evaluation under the Subcontract SUBCONTRACT VARIATIONS AND ADJUSTMENTS.......0220002. 19 Variation of Subeontract Works Valuation of Subcontract Variations Request for Proposal for Subcontract Variation Subcontract Adjustments for Changes in LegislationfFIDIC 135 138 “4 144 142 143 144 145 148 147 148 149 ‘Subcontract Adjustments for Changes in Cost ‘Subcontract Daywork ‘SUBCONTRACT PRICE AND PAYMENT. 2 The Subcontract Price Subcontract Advanca Payment ‘Subcontractor's Monthly Statements ‘Subcontractor’s Statement at Completion Contractor's Application for Interim Payment Certificate Interim Subcontract Payments Payment of Retention Money under the Subcontract Final Subcontract Payment Delayed Payment undir the Subcontract, 14.10 Cessation of the Contractor's Liability 44.14 Subcontract Currencies of Payment 15 164 16.2 19.3 16.4 185 186 16 164 16.2 163 7 WA 172 73 18 18.1 192 183 19 19.4 20 20.1 202 203 20.4 205 TERMINATION OF THE MAIN CONTRACT AND TERMINATION...... 25 OF THE SUBCONTRACT BY THE CONTRACTOR Termination of Main Contract Valuation at Date of Subcontract Torrination Payment after Termination of Main Gontract Termination of Main Contract in Consequence of Subeontractor Breach Notice to Correct under the Subcontract Termination of Subcontract by the Contractor ‘SUSPENSION AND TERMINATION BY THE SUBCONTRACTOR... 28 ‘Subcontractor’s Entitlement to Suspend Work Termination by the Subcontractor Payrnent on Termination by the Subcontractor RISK AND INDEMNITIES...... - 29 Subcontractors Risks and Indermnities Contractor's Indomnites ‘Subcontract Limitation of Liability SUBCONTRACT INSURANCES. ‘Subcontractor’s Obligation to Insure Inguranee arranged by the Contractor and/or the Employer Evidones of Insuranea and Failure to Insure SUBCONTRACT FORCE MAJEURE. ee ao 8B Subcontract Force Majoure NOTICES, SUBCONTRACTOR'S CLAIMS AND DISPUTES.......... 32 Notices ‘Subcontractor’s Claims Failure to Comply ‘Subcontract Disputes Anpointment of the Subcontract DAB20.6. Obtaining Subcontract DAB's Decision 20.7. Subcontract Arbitration INDEX AND INDEX OF SUB-CLAUSES. Adah eh S88 Ba 2, & PE Sere iv ero z011 contin of uct CaitGeneral Conditions of Subcontract Deiffitions and Interpretation 14 Subcontract Definitions Inthe Conditions of Subcontract, which include Particular Conditions of Subcontract, ‘Annexes to the Particular Condtions of Subcontract and these General Condtions cf Subcontract, all words and expressions shall have the samme meanings as are respectively assigned to them in the Main Contract, except where the context otherwise requires and except that the folowing words and expressions shall have the ‘meanings hereby assignod to thom: waa “Accepted Subcontract Amount’ means the amount accopted in the Contractor's Letter of Acceptance for the execution and completion of tho Subcontract Works and the remedying of any detects, “Annex” means the document entitled annex attached to the Particular Concitions of Subcontract, completed by the Contractor and/or the ‘Subcontractor, a included in the Subcontract. "Annex A" means the document entiled Annex A attached to the Particular Conditions of Subcontract, and similarly for “Annex 8", “Annex G", and 50 on. All the annexes attached to the Particular Conditions of Subcontract are roforrod to jointly as the “Annexes. “Appendix to the Subcontractor’s Offer" means the completed pages eniiled appendix to the subcontractor’ offer which ar appended to sand form part of the Subcontractor's Offer, “Contractor” means the person named as contractor in the Appendix to Subcontractor's Ofer and the logal successors in tlle to such person, but nat (except with the consent of the Subcontractor) any assignee of such person. "Contractor's instruction” means an instruction given by the Contractor's Subcontract Representative in accordance with Sub- Clause 3.1 [Contractor's Instructions} “Contractor's Letter of Acceptance’ means the letter of formal acceptance signed by the Contractor of the Subcontractor’s Offer, Including any appended memoranda comprising agreements between and signed by both Parties. “Contractor's Subcontract Representative’ means the person named by the Contractor in the Appendix to the Subcontractor’s Offer or appointed from time to time by the Contractor under Sub-Clause 6.3 [Contractor's Subcontract Representative], who acts on behalf of the Contractor. Employer" means the person narned as employer in Part A of Annox A and the legal successors in ti to, or assignees of such person.1.4.23 “Engineer” means the person appointed by the Employer to act as. the Engineer for the purposes of the Main Contract and named in Part ‘A of Annex A, or othar person as appointed from time to time by the Employer and notified to the Contractor under the Main Contract, and notified thereatter to the Subcontractor by the Contractor “Letter of Subcontractor's Offer’ means the document entitled letter Of subcontractor’ offer, which was completed by the Subcontractor and includes the signed offer to the Contactor for the Subcontract Works. “Main Contract” means the contract entered into between the Employer and the Contractor in respect of the Main Works, brief particulars of Which are given in Part A of Annex A. “Main Contract DAB" means ihe DAB as defined under the Main Contract. “Main Contract Tests on Completion” moans the tests which the ‘Subcontractor is to carry out on completion of the Subcontract Works in accordance with Sub-Clause 9.1 [Subcontract Tests an Completion) \which constitute Tests on Completion under the Main Contract “Main Works” moans the Works as defined in the Main Contract, Party" means the Contractor or the Subcontractor, as the context requires. The Contractor and the Subcontractor are refered to jonnty as “the Partie" “Subcontract” means the agreement between the Parties comprising the documents listed at Sub-Ciause 1.5 [Prionly of Subcontract Documents) “Subcontract Agreement” means the subcontract agreement referred to in Sub-Clause 1.9 Suboontract Agreemont} “Subcontract Bill of Quantities’ moans the document enttlad bill of quantities, compioted by the Subcontractor and submitted with the Subcontractors Otfer, as included in Annex C. “Subcontract Commencement Date” means the date notifed under Sub-Clause 8.1 [Commencement of Subcontract Works) “Subcontract DAB" means either one or three persons as stated in the Appendix to the Subcontractor’s Offer, or other parsonis) appointed Under Sub Cause 20.5 (Appaintmont of the Subcontract DAB). “Subcontract Defects Notification Period” means the period for notifying defects in accordance with Sub-Clause 11.2 [Subsantract Defects Notification Period}. "Subcontract Drawings” moans the drawings of the Subcontract Works fas inclided in the Subcontract, and any additional and/or macifiod {ravings issued by the Contractor in accordance with the Subcontract. "Subcontract Goods" means the Subcontractor's Equipment, Subcontract Pant, tho materials intended to form or forming part of the14.24 11.28 1.4.26 14.27 1.1.28 1.1.28 aan 1.1.35 Subcontract Works (including supply only materials fit any) to be supplied by the Subcontractor under the Subcontract) and the Subcontractors temporary works, or any of them as appropriate. ‘Subcontract Performance Security" means the security (or scutes, if any) under Sub-Clause 4.2 (Subcontract Perfomance Securty) “Subcentract Plant” means the apparatus, machinery and vehicles intended to form or forming part of the permanent works to be executed by the Subcontractor under the Subcontract. "Subcontract Price” means the price defined in Sub-Clause 14.1 {Tho ‘Subcontract Pricel, and inchides adjustments in accordance with the Subcontract. “Subcontract Programme" means the programme defied in Sub- ase 8.3 [Subcontract Programme] and Annex “Subcontract Section” moans a part of the Subcontract Works as defined in the Appendic to the Subcontractor’s Offer. “Subcontract Speotfication” moans the document entitled specication, {a included in the Suboontract, and any additions and /or moxifications made in accordance with the Subcontract. This document specifies the Subcontract Works and may include calculations and technical information of a tke nature, “Subcontract Tests on Completion” means the tests which ere specfied in the Subcontract or agreed by the Parties which the ‘Subcontractor is to camry out on completion of the Sulscantract Works In accordance with Sub-Ciause 9.1 [Subcontract Tests on Completion} which do not constitute any Main Contract Tests on Completion. “Subcontract Time for Completion” means the time for completion cof the Subcontract Works under Sub-Clause 8.2 [Subcontract Time for (Completion), as stated in the Appendix to the Subcontractor's Offer (wth any extension under Sub-Ciause B.4 [Extension of Subcontract Time for (Completion), calculated from the Subcontract Commencement Date. “Subcontract Variation” means any change to the Subcontract Works which is instructed or approved as a variation under Cause 13 {Subcontract Vartations and Adjustments). “Subcontract Works” means the pcrmanont works to be executed land completed by the Subcontractor under the Subcontract, and the Subconvactor’s temporary works required for the execution and ‘compietion of these permanent works and the remedying af any defects, or ether these permanent warks or femporary works as appropriate, *Subcontractor’ means the person named as subcontractor in the ‘Appendix to Subcontractor’ Offer accepted by the Contractor and the legal succossors intitle to that porson, but not (except with the consent ‘of the Contractor any assignee of that person. *Subcontractor’s Documents’ means the calculations, computer programmes and other software, drawings, manuals, models and other 3812 — Hoadings and Marginal Notes 18. ——— ‘Subcontract Interpretation fripic: documents of a technical nature (if ary) supplied by the Subcontractor ‘under the Subcontract. 1.1.36 *Subcontractor's Equipment” means all apparatus, machinery, vehicles and olher things required for the execution and completion of the ‘Subcontract Works and the remedying of any detects. Subcontractor's, Equipment excludes the Subcontractor’s tomporary works, the Contractors Equipment (if any), the Employer's Equipment {i any), the ‘Subcontract Plant, matorias and any other things intended to form or forming part of the Permanent Works, 1.1.87 “Subeontractor's Offer" means the Letter of Subcontractor’ Offer and all other documents which the Subcontractor submitted with this offer including the Appendix to the Subcontractor’ Offer, as eocepted by the Contractor's Lelter of Acceptance 1.1.88 *Suboontractor’s Personnel moansthe Subcontractor’s Representative and all personnel whom the Subcontractor utlises on Ste, who may include the staf, labour, and other employees of the Subcontractor and Of the Subcontractor’s subcontractors (ff any}, and any other personne! assisting the Subcontractor in the execution of the Subcontract Works. *Subcontractor’s Representative” moans tho person named by the ‘Subcontractor in the Appendix to Suibcontractor’ Ofer or appointed from timo to time by the Subcontractor under Sub-Clause 6.4 [Subeontractor's Representative!, who acts on behalf of the Subcontractor. The headings and marginal notes in the Conditions of Subcontract shall not be taken into consideration in the interpretation or construction of the Suocontract, In the Subcontract, except where the context requires otherwise: (@) _iftis stated that a sub-clause or provision of the Main Contract shall apply then that sub-clause or provision of the Main Contract shall bo road wih necossary changes, including that any reference to the Employer andar Engineer shall be road as a reference to the Contractor, any reference to the Contractor shall be read as a reference to the Subcontractor, any reference to the Works shall be read as a reference to the Subcontract Works, and any reference to another Main Contract Clause or defined term therein shall be read as a reference 10 the equivalent clause or sub-clause or defined term of these Conditions; (b) words indicating one gender include al. genders; (€) words indicating the singuiar also include the plural and vice versa whare the ‘context requires: (@ words indicating persons or parties shall include corporations and other legal entities: (€) provisions including the word ‘agree’, “agreed! or ‘agreement’ require the agrooment to be recorded in writing; (0 ‘writen’ or‘in wring’ means hand-written, tyoe-wmitten, printed or electronically ‘made, and resulting in or being capable of suiting ina permanent record; (@ any reference to ‘Main Contract Ciause’ shall be read as a reference to the ‘clause or sub-clause of the Conditions of the Main Contract. Uniess expressly slated to be @ Main Contract Clause, any reference to a clause or sub-clause shall be read as a reference to the clause or sub-clause of these Conditions:14 Subcontract ‘Communications 15 Priority of Subcontract Documents 16 Notices, Gonsents, Approvals, Certificates, Confirmations, Decisions, and Determinations a = Joint and Several Liability under the Subcontract ‘Al communications under the Subcontract shall be delivered, sent or transmitted to the address for the recipient's communications as stated in the Appendix fo the ‘Subcontractor’s Offer. However, if the recioiant gives written notice of another address, for the purpose of this Sub-Clause, communscations shall thereatter be delivered aceordinay, ‘The several documonts forming the Subcontract are to be taken as mutually ‘exoianatory of one another. For the purposes of interpretation the prionty of the documents forming the Subcontract shall be as follows: (1) The Subcontract Agreement (if any) @) The Contractors Letter af Accoptance (if ny) (@) The Letter of Subcontractors Otter (4) The Pattcular Conditions of Subcontract and Annexes, except any part of ‘any Annox that is refered to elsewhere in this sted prorty of Subcontract docuronts; (©) The Gonoral Conditions of Subcontract; (©) The Subcontract Spectcation; (@) The Subcontract Drawings: {The Subcontract Bill of Quantities and other schedules of rates and prices in the Suboontrac, including the daywork schodtuo 6t any) and schocule of payments (f eny); ancl (©) Any other document forming part ofthe Subcontractors Offer as accapted by the Contractor, and iste in the Contractor's Letter of Acceptance lan ambiguity or discrepancy is found in the Subcontract documents, the Contractor shall issue any necessary claication or Contractor's Instruction. Ia Party becomes aware of an error or defect in a document which was prepared for Use in executing the Subcontract Works, the Party shall promptiy give notice to the other Party of this etror or defect Wherever in the Subcontract provision is made for the giving or issuing of any notice, consent, approval, request, certificate, confirmation, decision or determination by any porson, unless otherwise specified such notice, consent, approval, request, Certificate, confirmation, decision, or determination shall be in wating and the words ‘notiy’, ‘consent’, ‘approve, request’, ‘certify’, ‘confi’, ‘decide’, or ‘determine! shal be construed accordingly. ‘Any notice, consent, approval, request, certifcate, confirmation, decision, or determination under the Subcontract shall not be unreasonably withheld or delayed {t one Party constitutes (under applicable Laws) a joint venture, consortium or other Unincorporated grouping of two or more persons: (a) these persons shall be deemed to be jointly and severay lable to the other Party for the performance of the Subcontract (0) these persons shalinotty the other Party of theirleader who shail have authority to bind that other Party and each of these persons; and (©) that Party shal not alter ts composition or legal status wethout the prior consent of the other Party Ftp 2014 818 “The law of the country (or other jurisdiction) which governs the Main Contract sta Subcontract ‘govern the Subcontract. Law and Language The ring language and the language for comrunications under the Subcontract shat be the ruling language and the language for camsmunications of the Main Contract It part of a Subcontract document is written in a language other than the ruling language under this Sub- Cause: (2) that part shall be interpreted according to the ruling language: and (0) if there is any ambiguity or dlscrepancy in interpretation between the language Of that part and the ruling language, the Contractor shail issue any necessary Clarification of Contractor's Instruction, lf there are versions of any part of the Subcontract which are written in more than one language, the version which isin the ruling language shall previ 19 er Subcontract Agreement The Parties shall entorinto and execute a Subcontract Agrooment within 28 days aftor ‘the Subcontractor raceives the Contractor's Latter of Accaptance, unless they agree: otherwise. The Subcontract Agreement shall be based on the form annexed to the Particular Conditions of Subcontract, Tho costs of stamp dutios and similar charges {Gf any] imposed by aw in connection with entry into the Subcontract Agreement shall bbe bore by the Contractor. AAQ 8 No Privity of Contract Nothing stated in the Suboontract shall be construed as creating any privity of with Employer Contract between the Subcontractor and the Employer. 141 — ‘Subcontract Sections Where Subcontract Sections) are defined in the Appendix to the Subcontractor’s for, any reference to ‘the Subcontract Works” and any Ciause of these Conditions shall be read as referring also to a Subcontract Section. igdan Contract 24 ‘Subcontractor's ‘The Contractor shall make all the documents of the Main Contract available to the Knowledge of Main ‘Subcontractor for inspection, save that the Subcontractor shall have no right to Contract inspect the Contractors prices as stated in the Main Contract and the confidential parts of the Main Contract listed in Part A of Annex A. The Contractor shall provide the Subcontractor with a cony of the Appendix to Tender of the Main Contract togather with the Particuiar Conditions of the Main Gontract and details of any other contractual provisions which apply to the Main Contract and difer from the General Conditions, ‘of the Main Contract (except the Contractor's prices and the confidential parts of the ‘Main Contract listed in Part A of Annex Al. If so requested by the Subcontractor, the Contractor shall provide the Subcontractor with a true copy of the Main Contract (except the Contractors prices and the confidential parts of the Main Contract listed 7 art A of Annox Al, at tho cost of the Subcontractor who may rake or request further ccopies at his own cost. The Subcontractor shall be deemed to have full knowledge of the relevant provisions of the Main Contract (except the Contractor's prices and the ‘confidential parts of the Main Contract listed in Part of Annex A The Subcontractor shall promptly give notice to the Contractor of any ambiguity or discrepancy which he discovers when reviewing the Subcontract and the Main 6 ne:2 Compliance with Main Contract, 23 Instructions and Determinations under Main Contract and Remedies under Main Contract (Contract or executing the Subcontract Works. fan ambiguity or discrepancy is found, the Contractor shall issue any necessary clarification or Contractor's instruction, ‘The Subcontractor shal, in relation to the Subcontract Werks, perform and assume all the obligations and liabilities of the Contractor under the Main Contract other than where the provisions of the Subcontract otherwise require, and save that the ‘Suocontractor shall have no obligations in respect of: @ Main Contract Clause 2.2 [Parmits, Licences or Approvals}; (@ Main Contract Clause 4.7 [Setting Out}; subparagraphs (d) and (e) of Main Contract Clause 4.8 [Safety Procedures}; (¥) Main Contract Clause 4.9 [Quafty Assuranco}; (4) Main Contract Clause 4.13 [Rights af Way and Facitios} (7) sub-paragraphs (a) and (b) of Main Contract Clause 4.15 [Accass Route]; (vi) Main Contract Clause 4.19 [Electricity Water and Gas; {vill sub-paragraph (a) of Main Contract Clause 4.22 [Security of he Sit); (&) Main Contract Clause 7.8 [Royattios}; (overall co-ordination and project management of the Main Works; and (ai) those exclusions (if any) expressly set out in Part B of Annex A, ‘Save where the provisions of the Suocontract otherwise require, the Subcontractor shal design (tothe extent provided for by the Subcontract), execute and compote the ‘Subcontract Works and romedy any defects in such good time and in such a manner that no act or omission of his shall constitute, cause or contribute to any breach by the Contractor of any of his obligations undor the Main Contract. Subject to Sub-Clause 8.7 [Subcontract Damages for Dolay| and Sub Clause 17.3 {Subcontract Limitation of Liabilty,f the Subcontractor commits any breachies) of the ‘Subcontract he shall indemnify and hold the Contractor harmless against and from all {damages for which the Contractor becomes liable under the Main Contract a5 a result of such breaches}. Without prejudice to any ther remedy of the Contractor for such bbreach(es) but subject to Sub-Cieuse 9.3 [Contractor's Clams in connection with the ‘Subcontract, the Contractor may recover these damages from monies othenwise due to the Subcontractor under the Suocontract. The Subcontractor shall, in relation to the Subcontract Works, comply with all instructions and determinations of the Engheer which are notiied to him as a Contractor's instruction, irespective of whether the instructions and determinations ‘wore validly given under the Main Contract. This obkgation shail be subject to Sub- Clause 8.1 [Contractor's instructions). If the Subcontractor shall receive any direct instruction from the Employer or the Engineer: (he shall immediately inform the Contractor's Subcontract Representative and shail supoly him with a copy of the direct instruction i given in writing; and he shall have no obligation to compy with any such direct instruction unless ‘and until it has been confirmed in writing as a Contractor's Instruction, | any instruction or determination of the Engineer noted by the Contractor consttutes a Subcontract Variation, Clause 13 [Subcontract Variations and Adjustments) shal apply The Subcontractor shall have ke rights, ontitements and remedies. that the Contractor has under the Main Contract with respect to the Subcontract Works and the Contractor shall take all reasonable steps to secure from the Employer fneluding ertac 2 7the Engineer) such rights, entitements and remedies. This obligation shall be subject {o the Subcontractor’ obligations under Sub-Clause 20.1 [Notices] an Sub-Clause 202 [Subcontractor's Clans} 25 fo Main Contract tf any document ofthe Subcontract was made by (oF on behalf of) the Employer. Main Documents Contract Ciause 1.11 (Contractor's Use of Employer's Documents] shall appv. The Qontractor 3a Contractor's Instructions The Subcontractor shall take instructions only from the Contractor's Subcontract Representative who shall have the ike authorty in relation to the Subcontract Works, to give instructions as the Engineer has under Main Contract Clause 8.3 [instructions of the Engineer]. The Subcontractor shall comply with all instructions, given or confirmed in writing, of the Contractor's Subcontract Representative on any matter rolatod to tho Subcontract. Provided that ary instruction of the Contractors Subcontract Representative shall be effective for the purposes of the Subcontract only itis given or confirmed in writing and it expressly states that it an instruction given in accordance with this Sub- Cfause, 32 od Access to the Site The Contractor shall gve the Subcontractor right of aocess to and possession of so ‘much of the Site within the times that shall be requited to enable the Subcontractor to pprocoed with exacution of the Subcontract Works in accordanes with the Subeontract, Programme pursuant to Sub-Clzuse 8.3 [Subcontract Programme) ‘The Contractor shall not be bound to make any part of the Site avaiable exclusively 1 the Subcontractor, 33 Contractor's Claims If the Contractor considers himself fo ba entitled to any payment under any Ciause in connection with Of these Gondttions or otherwise in connection with the Subcontract, the Contractor the Subcontract shal give notice to the Subcontractor describing the event or cicumstance giving rise to the claim. The notice shall be given as soon as practicable and not later than 28 days after the Contractor became aware of the event or circumstance giving rise to the claim and shall spect the bass of the claim. ‘As s00n a8 practicable and not lator than 28 days after giving notice, the Contractor shall send to the Subcontractor detailed particulars of the claim which includes substantiation of the amount to which the Contractor considrs himsetf to be entitled The Contractor shall consult with the Subcontractor in an endeavour to reach ‘agreement on this amount. f agreement is not reached, the Contractor shall make a far decision as to the appropriata and applicable amount, taking due account (of the Subcontractor’s views, the extent to which the claim has been reasonably substantiated, and all other relevant circumstances. The Contractor shall give notice, with easons and supporting particulars, to the Subcontractor of tis decision. Provided that the Contractor has given notice of his decision no later than 7 days betore the date the Subcontractor is due to be paid, this amount may be deducted from sums otherwise duo to the Subcontractor. The Contractor shall only be entitled \ Z to make a deduction or otherwise to claim against the Subcontractor or under the : ‘Subcontract Performance Security, in accordance with this Sub-Cieuse. 8 oFn6 20 Contin ot aces eCa4 Employer's Claims. in connection with the Main Contract 35 Go-ordination of Main Works: ‘The Contractor shall pay fnancing charges {at the rate referrad to in Sub-Clauso 14.9 [Delayed Paymant under the Subcontract) and shall indernnity an hold harmless the Subcontractor against and from all claims, damages, losses and expenses (nctuding legal fees and expenses) in respect of any deduction of an amount to which the Contractor was nat entitle, Ifthe Contractor receives from the Employer or the Engineer any notice and particulars of an Employer's claien which concems the Subcontractor, the Contractor shal immediately send a copy to the Subcontractor, The Subcontractor shall then provide all reasonable assistance to the Contractor in relation to the Employer's claim. To the extent that the Contractor considers himself entitled to pass on the claim to the Subsontractor, Sub-Ciause 3.3 [Contractor's Claims in connection with the: Subcontract] shall apply. The Contractor shail be responsible for overall co-ordination and project management Of the Main Works. Subject to Sub-Ciause 6.1 {Co-operation under the Subcontract, the Contractor shall be responsible for co-ordination of the Subcontract Works wit the works of the Gontractor and the works of any other suixcontractors empioyed by the Contractor. ‘The Subcontractor shall, whenever required by a Contracior’s Instruction, submit latals of the arrangements and methods which the Subcontractor proposes to adopt for the execution of the Subcontract Works, and no significant alteration to these ‘arrangements and methods shall be made without the Contractor’ prior consent, a 4a ‘Subcontractor's General Obligations AEDS, The Subcontractor shall design (to the extent provided for by the Subcontract), execute ‘and compiete the Subcontract Works and remedy any defects in accordance with the ‘Subcontract and with the Contractors Instructions. If design by the Subcontractor (of any part of the Subcontract Works is necessary for the Subcontractor's ‘execution, completion and/or remedying of any defects under the Subcontract, then the Subcontractor shall be responsible for this part and this part shall, when the Subcontract Works are completed, be fit for the purposes for wich the part is intondod as are indicatod by or roasonably to be inferred fram the Subcontract ‘Save as specified in the Annex D, the Subcontractor shall provide all personnel, superintendence, labour, Subcontract Plant, Subcontractors Equipment, Subcontractor's Documents, and all other things, whother of a tomporary or permanant nature, requked in and for the design, execution, completion, and remedying of any defects. The Subcontractor shall be responsible for the adequacy, stability and safety of al his ‘Site operations and methods cf constuction. ‘Whore an amount in rospect of a Subcontract Performance Security is stated in the ‘Appendix to the Subcontractor’s Otter, the Suboontractor shall obtain (at his cost) a Subcontract Performance Security for proper performance in the amount and currencies stated in the Appendix to the Subcontractors Offer. The Subcontractor shall dolver the Subcontract Performance Secutty to the Contractor within 28 days, © HDIE P08 9of receiving the Contractors Letter of Acceptance. The Subcontract Performance Security shall be in a similar form to that of the Performance Security under the Main Contract or in the form thet may be agreed between the Contractor and the Subcontractor, and shall be issued by an entity and from within a country (or other jurisdiction) approved by the Contractor which approval shall not be unreasonably withheld or delayed. In all other respects, Main Contract Clause 4.2 [Performance ‘Security shall apply to this performance security 43 - ‘Access to the ‘The Subcontractor shall permit tho Employers Personnel and the Contractor’ Subcontract Works Personne! to have full access at all reasonable times to examine, inspect, measure, and test the materials and workmanship, and to check the progress. of the ‘Subcontract Works whathor within the Site or elsewhere, and to the places where any ‘of the matorias or Subcontract Piant for the Subcontract Works are manufactured, produced, used, or stored 44 ‘Subcontractor's ‘The Subcontvactors Documents shall become part of the Contractors Documents, Documents save that the Subcontractor shall retain the copyright and other intelectual property rights in tho Subcontractor’s Documents. in all other respects, Main Contract Ciauso 1.10 [Employer's Use of Contractor's Documents] shall apply to the Subcontractors Documents, peg ymont of the Subcontract and Subcontracting 54 Assignment of Nother Party shal, without the prior consent of the other Party (which consent, Subcontract notwithstanding Sub-Clause 1.8 (Notices, Consents, Approvals, Certificates, Gonirmations, Decisions, and Determinations}, shall be at the sole discreton of the otner Pay), assign the whole or any pa¥t of the Subcontract, or any bent or interest in or under the Subcontract. However, no prior consent shall be required in the folowing instances: {@) ther Party may, as securty in favour of a bank or financial institution, assign ‘ts right to any monies due or to become due under the Subcontract; and/or (©) of the Engneer instructs the assignment of the Subcontract under Main Contract Giause 4.5 [Assignment of Benefit of Subcontract}, orf the Employer terminates the Main Contract under Main Contract Clause 15.2 Termination by Employer] and if required by the Employer to do 80, then the Contractor shall be entitled to assign the Subcontract to the Empioyer. 52 one Subcontracting ‘The Subcontractor shall not subcontract the whole or any part of the Subcontract without the prior consent of the Contractor. Any consent shall not relieve the Subcontractor from any Hablity or obligation under the Subcontract and the ‘Subcontractor shal he responsible for the acts, defaults and neglects of any of his subcontractors, his agents or employees as fully as if they were the acts, defaults or neglects of the Subcontractor Provided that the Subcontractor shall not be requi‘ed to obtain consent for: (@) the provision of labour: 25 (0) suppliors of materials named in the Subcontract: or a (6) a subcontract for which the subcontractor is named in the Subcontract. 10 Ave20 Coton ot Sacer ne Ceres‘The Subcontractor shall give the Contractor not less than 14 days’ notice of the intended date of the commencement of each of his subcontractors’ work, and of the ‘commencement of that work on the Ste. Each of the Subcontractors subcontracts shall include provsions which would entitle the Contractor to require thatthe benefs of the subcontractor’s obligations under the subcontract be assigned to the Gontractor: @ _ifthese obligations extend beyond the expiry date of the Detects Notification Period and the Contractor requests the Subcontractor prior to this date to so. do; or i) if the Subcontract is terminated under Sub-Clause 15.6 [Termination of Subcontract by the Contractor) coloration, Staff and Labour co Co-operation under the Subcontract ‘The Subcontractor shall, as spectied in the Subcontract or as required by a Contractor's Instruction, co-operate with and allow appropriate opportunities. for ‘carrying out work to: {@) the Employer's Personnel (©) any other contractors employed by the Employer, (©) the Contractor and the Contractors Personne (any other suboontractors employed by the Contractor; and (©) the personnel of any logaly consiuted public authorities, who may be employed in the execution on or near the Site of any work nat included in the Subcontvact. Provided that nothing in this Sub-Ciause shall prejudice the Contractor's responsibilties under Sub-Clause 8.5 [Co-ordination of Main Works) ‘The Contractor shall ensure that the Contractors Personnel and any other subcontractors employed by the Contractor co-operate with and allow appropriate ‘opportunities for carrying out work to the Subcontractor, If any ofthe above persons do not o0-operate withthe Suibcontractor and tis non Cooperation affects execution of the Subcontract Works, then the Suocontractor shall immodately notity the Contractor ofthis nan-cooperation. ifthe Subcontractor is delayed, impeded of prevented trom performing any of his obligations under the Subcontract by the non- cooperation of any ofthe above persons and sufers detay andor incurs Cost, the Suiscontractor shall ge notice to the Contractor Provided that the Subeontractor has used all reasonable endeavours to fecitato co-qporation ‘oy that person, the Subcontractor shall be ontitled, subject to Sub-Clause 20.2 [Subcontractor’s Claims), 10 an extension of time under Sub-Clause 8.4 [Extension of ‘Subcontract Tina far Complstion) and payment of such Cost which shall be inchided in the Subcontract Price The Subcontractor shall not recruit, or attempt to recruit, staff and tabour from ‘amongst the Contractor's Personnel or the Employer's Personnel ‘Tho Contractor shall not recruit, or attompt to recnt, sta and labour from amongst the Subcontractor’s Personnel orc z0 "63 Contractor's ‘Suboontract Representative 64 ‘Subcontractor's Representative ‘The Contractor shall appoint the Contractor's Subcontract Representative and shal give him all authority necessary to act on the Contractor's behalf under the ‘Subcontract. The Contractor shall, prior to the Subcontract Commencement Date, roti the Subcontractor of the name and particulars of the person the Contractor has appointed as Contractor's Subcontract Representative. It the Contractor's Subcontract Representative is to be temporary absent from the ‘Site during the execution of the Subcontract Works, a suitable replacement person shall be appointed and the Subcontractor shall be noted accordingly. ‘The Contractor's Subcontract Representative shall, on bohaif of the Contractor, issu6 any Contractor's Instructions, The Contractor's Subcontract Representative shall be fluent in the language tor ‘communications defined in Sub-Clauso 1.8 [Subcontract Law and Language). “The Subcontractor shall appoint the Subcontractor's Representative and shall give him all authority necessary to act on the Subcontractor’s bahaf under the Subcontract ‘The whole of the time of the Sudcontractor’s Representative shall be given to irecting the Suocontractor’s performance of the Subcontract. if the Subcontractor’s Representative is to be tomporarly absent from the Sito during the execution of the Subcontract Works, the Subcontractor shall, subject te the Contractor's prior consent, appoint a suitable replacement person. ‘The Suboontractor’s Representative shal, on behatt of the Sudcontractor, receive the Contractor's Instructions, “The Subcontractor’s Representative shall be fluent in the language for communications defined in Sub-Glause 1.8 [Subcontract Law and Language]. Equipment, Temporary Works, Other Facilities, Plant, and/Materials 7A Subcontractor's Use of Equipment, Temporary Works, and/or Other Facilities 12 ‘The Contractor shall maka the Employer’s Equipment, the Contractor's Equipment, the Temporary Works ander other faciltos (any) specified in Annex D available 10 the Subcontractor within the times that shall be required to enable the Subcontractor {to proceed with execution and completion of the Subcontract Works in accordance with the Subcontract Prograrnne, ‘Tho availabilty of such equipment, temporary works and/or other facilities shall be in ‘accordance with the detais and arrangements and upon the terms and conditions (i any), spocitied in Annox D and, unless oxprossty stated therein, they shall not be provided for the exclusive use of the Subcontractor. When made avaiable by the Contractor the Subcontractor shal viualy inspect such ‘equipment, temporary works and/or other facities and shal promptly give notice to the Contractor of any shortage, defect or default in them. Uniess the Parties agree or the Contractor instructs otherwiso, the Contractor shallimmodiately rectly the notified shortage, defect or defaut, The Contractor shall be responsible for the Employers Equipment (while in his possession and/or under his contro), the Contractor's Equipment, the Temporary72 Free-Issue Materials 73 — Indemnity for Misuse 74 — ‘Ownership of ‘Subcontract Plant and Materials 75 - Subcontractor’s Equigeren, °FIpIC? Works, and/or other facities (f any}, except that the Subcontractor shall be responsible for each item whilst any of the Subcontractor's Personne! is operating it, diving Rt, crecting it, using it, or in control of it ‘The Subconttactor shall not remove from the Site any tems of such Employer's Equipment or Contractor's Equiprnent without the consent ofthe Contractor. However, Consent shail not be required for vehicles transporting Goods or Subcontractors Personnel off sit, ‘The Contractor shall supply to the Subcontractor, ftee of charge, the tree-issue materials (f any) specified in Annex D, at the place(s) specified in Annex D and within the times that shsll be required to enable the Subcontractor to proceed with execution and completion of the Subcontract Works: in accordance with the Subcontract Programme. The supply of such free-issue materials shall be In ‘accordance with the details and arrangements and upon the terms and conditions {i ary). stated in Annex D. When made avaiable by the Contractor, the Subcontractor shall visualy inspect the {fee-issue matera's and shall promplty give notice to the Contractor of any shortage, defect or default in therm. Uniess the Parties agree or the Contractor instructs otherwise, the Contractor shall immediately rectify the notiiod shortage, defect or default. After this visual inspection, the free-issue materials shall come under the cae, custody and control of the Subcantractar. The Subcontractors obligations of inspection, care, custody, and control shall not relieve the Contractor of lability for any shortage, defect ar dofautt not apparent from a visual inepection, The Subvontractor shall indemnify and hold the Contractor harmless against and from all damages to or loss of any property, real or personal, arsing from the misuse by the Subcontractor of the Employer's Equioment, the Contractor's Equipment, the Temporary Works, the frea-issue materials (f any}, and/or other facilities made evailable by the Contractor, Each item of Subcontract Plant and of the materials intended to form or forming part of the Permanent Works shall, to the extent consistont with the Laws of the Country, become the property of the Contractor at whichover is the earber of the folowing times, free from liens and other encumbrances: (a) whon itis dolvered to the Site; (b) when the Contractor is entitled to payment of the value of the Plant and Materiais under Main Contract Clause 8.10 [Payment for Plant and Materials in Event of Suspension ‘The Subcontractor shall be responsible for all Subcontractor’s Equipment. Whon brought on to the Site, the Subcontractor’s Equipment shall be deemed to be ‘exclusively intended for the execution of the Subcontract Works, The Subcontractor shall not remove from the Site any major terns of Subcontractor’s Equipment without the consent of the Contractor. However, consont shall not be required for vehicles, transporting Subcontract Goods or Subcontractor's Personnel off Sit. ‘The Subcontract Plant shail be taken to be included in the definition of Plant under the Main Contract and the provisions of the Main Contract concoring the Plant shall apply to the Subcontract Plant enc 2001 13Cofpencement and Completion ad ‘Commencement of The Contractor shall give the Subcontvacior not fess than 14 days’ notice of the ‘Subcontract Works Subcontract Commencement Date, The Subcontractor shell commence the execution of the Subcontract Works ae soon as is reasonably practicable after the Subcontract Commencement Date, and shall proceed with the Subcontract Works with due expedition and without delay. BQ Be ‘Subcontract Time for The Subcontractor shall complete the Subcontract Works in accordance with ‘Completion ‘Sub-Ciause 10.1 [Completion of Subcontract Works] within the Subcontract Time for Completion, or the extended time that may be allowed under Sub-Clause 8.4 [Extension of Subcontract Time for Completion}. as Se Subcontract Programme The provisions of Annex F shall apply to programming of the Subcontract Works and the Subcontract Programmo shall be the programme defined therein. ‘The Subcontractor shall submit a detailed programme for the execution of the Subcontract Works to the Contractor within 14 days of receipt of the Contractor's Letter of Acceptance or the Contractor's programme submitted under Main Contract Clause 8.3 [Programme], whichever is the later. The form and detail of this initial ‘programme shall fuly comply with: (2) the programming and reporting requirements of the Main Contract; and (0) the requirements sot out in Part A of Annox F. It a Contractor's Instruction ragarding the programming and/or sequencing of the Subcontract Works constitutes a Subcontract Variation, Clause 13 (Subcontract Variations and Adjustments] shall apply. Provided that if, at any time: @ actual progress is too slow to complete within the Subcontract Time for Completion, and/or (i) progress has fallen (or wil fal) behind the Subcontract Programme, coher than as a result of a cause listed in Sub-Clause 8.4 [Extension of Subcontract Time for Completion], then the Contractor may issue a Contractor's Instruction requiring the Subcontractor to submit an updated programme and supporting report lescribing the revised methods wich the Subcontractor proposes to adopt in order to exoedte progress and complete the Subcontract Works within the Subcontract, Time for Completion. Unless the Contractor notes otherwise, tne Subcontractor shall ‘adopt thase revisad methods, which may require increases in the working haurs and/ or in the numbors of Subcontractors Personnel and/or Subcontract Goods, at the risk ‘and cost of the Subcontractor. I these revised methods cause tha Contractor to incur ‘any addtional Cost, the Contractor shall, subject to Sub-Clause 3.3 (Contractor's (Claims under the Subcontract), be entived to deduct this Cost from the Subcontract Price, } The Contractor shall be enttied to rely upon the current Subcontract Programme \ 5 / when co-ordinating the Main Works and/or planning his actives and those of other 20IG subcontractors employed by the Contractor in respect of the Main Works, 4 rei ‘conan ot uncon Gonananad Extension of Subcontract ‘Time for Completion 8s ‘Subcontract Progress Reports a6 — Suspension of ‘Subcontract Works by the Contractor The Contractor shall give the Subcontractor all reasonable co-operation and assistance in order that he may progress the Subcontract Works as required by the ‘Subcontraot Programme. The Subcontractor shall be entitled subject to Sub-Clause 20.2 [Subcantractor’s Cains), to an extension of the Subcontract Time for Completion if and to the extant that compilation of the Subcontract Works is delayed by any of the following causes: (@) a Subcontract Variation or other substantial change in the quantity of any iter (of work included in the Subcontract; (0) a.cause of delay giving an entitlement to an extension of the Subcontract Time ‘or Completion under a Sub-Ciause of theso conditions; (©) anydelay, moediment or prevention caused by or attributable to the Contractor, the Contractor's Personnel, or the Contractor’ other subcontractors: or (any one of the causes set out in the Main Contract Clause 8.4 [Extension of Time for Completion} When deciding each oxtension of time under Sub-Cause 20.2 [Subcontractor's Claims), the Contractor may review previous decisions and may increase, but shall rot decrease, the total extension of timo. If required by the Contractor, the Subcontractor shall prepare and submit monthly progress reports to the Contractor. Each report shall be submitted no later than 5 days before the due date for submission of the Contractor's progress report under the Main Contract, which due date shell be notified to the Subcontractor by the Contractor. Each Subcontractor's progress report shall include the details as set ‘out in sub-paragraphs (a) to (h) inclusive of Main Contract Clause 4.21 [Progress Reports} ‘The Contractor may at any time issue a Contractor's Instruction requiing the Subcontractor to suspend progress of part or all of the Subcontract Works. In his natice, the Contractor shall state the reason or reasons for the suspension, Main Contract Clause 8.9 [Consequences of Suspension], Main Contract Clause 8.10 [Payment for Plant and! Materials in Event of Suspension] and Mein Contract Clause 8.11 [Prolonged Suspension] shall apply to the suspended Subcontract Works unless the cause of the suspension is the responsibilty of the Subcontractor. ‘Main Contract Ciause 8.12 [Resumption of Work] shall apply to any suspended ‘Subcontract Works unioss the cause of the suspension is the responsioiity of the ‘Subcontractor. Subject to Sub-Clause 16.1 [Subcontractor’s Entifement to Suspend Work], the ‘Subcontractor shall not suspend progress of part or all of the Subcontract Works Unless and until required to do so by a Contractor's instruction. It the Suocontractor fails to comply with Sub-Clause &2 (Subcontract Time for Completion} and this failure causes or contributes to a failure by the Contractor to ‘comply with Main Contract Clause 8.2 [Time for Completion} the Contractor shal, subject to Sub Clause 3.3 [Contractor's Claims in connection with the Subcontract), be entitled to deduct delay damages frorn tho Subcontract Price for this dofauit. The labilty of the Suscontractor to the Contractor for delay to the Subcontract Works shall, be limited to the amount stated in the Appendix to the Subcontractor's Offer. 15Ifno amount is stated in the Appendis to the Subcontractor’ Offer, the Kabilty of the ‘Subcontractor to the Contractor for delay to the Subcontract Works shall be inited 10 10% of the Accepted Suircontract Amount. teQon Completion 9a Subcontract Tests on Insofar as the Subcontract specifies Subcontract Tests on Completion, the Completion ‘Subcontractor shall give reasonable notice to the Contractor of the date after which he shall be ready to cary out each of these tests. Ifthe Subcontract Works fail to pass the Subcontract Tests on Completion, the Subcontractor shall as soon as practicable ‘make good the defect in the Subcontract Works and repeat the tests under the same terms and conditions s specified in the Subcontract untl the tests are passed, 92 a Main Contract Tests on Insofar as the Subcontract specifies or makas express reference to Main Contract Completion ‘Tests on Compietion, Main Contract Clause 9 [Tasts on Compietion] shall apply. Save. that the Subcontractor shal comply with this Sub-Clause in good time to enable the Contractor to comply with his obigations in respect of the Tess on Compiion under the Main Contract. comin and Taking-Over the Subcontract Works toa Completion of Completion ofthe Subcontract Works shall be achieved wen: Subcontract Works (a) these works have boon comploted in accordance with the Subcontract except for any minor outstanding work and defects which wil not substantaly affect the use of the Subcontract Works for ther intended purpose; (©) those works have passed the tests on completion specified in the Subeontract, (tanyy; and (c) if required by the Subcontract Specification, the ‘as-built? documents and ‘operation and maintenance manuals in respect of the Subcontract Works have bbeen submitted by the Subcontractor. Not earlier than 7 days before the Subcontract Works wil in the Sulscontractor's ‘opinion, be complete the Subcontractor shall nolfy the Contractor. The Contractor shal, within 27 days after receipt of this notios ()__notfy the Subcontractor that completion of the Subcontract Works has been achieved, stating the date of completion; oF (notify the Subcontractor of his opinion that completion of the Subcontract Works has not been achieved, aWving reasons and specitying the work required to be done by the Subcontractor to achieve completion. The Subcontractor shall then complete this work before issuing a further notice under this Sub- Clause, Where: (2) completion of the Subcontract Works has been achieved in accordance with ‘Sub-Clause 10.1 [Compiotion of the Subcontract Works}; and } (b) there is no provision in Annox G for the taking-over of th Subcontract Works i by the Contractor before taking-over by the Employer, 16 errene or ‘anon Subcom10.3 ‘Taking-Over by the Contractor the Subcontract Works shall be deerned to have been teken-over when 2 Taking- (Over Certfcate in respect of the Main Works. or 2 Section or part ofthe Main Works: ‘of which the Subcontract Works are part has been issued or deemed to have been issued under Main Contract Clause 10.1 [Taking-Over of the Works and Sections} The date of taking-over of the Subcontract Works shall be the date stated in this Taking. Over Certificate and the Subcontractor shall cease to be liable for the care of the Subcontract Works in accordance with Sub-Clause 17.1 (Subcontractor’s Risks and indemnites] as trom this date. If taking-over of the Subcontract Works is delayed by causes which entitle the Contractor to claim adétional payment under the Main Contvact, the Subcontractor shal subject to Sub-Ciause 20.2 [Subcontractor’s Claims] be ented to recover any (Cost incurred by the Subcontractor as a result of such clay within 14 daye after the Contractor has recelved such additional payment undor the Main Contractor within 84 {days after the expiry of the Subcontract Detects Nottcation Period, whichever is eater. It the delay to taking over of the Subcontract Works is the Contractor’ responsibilty, ‘any Cost incurred by the Subcontractor as a recult of such dolay shall subject to Sub- Clause 20.2 [Subcontractor’s Ciais) be recoverable from the Contractor. It thete is a requirement (or the Contractor to take over the Subcontract Works before taking-over of the Main Works by the Employer, this shall be ae stated in and shall be in accordance with Annex C. petdbtsf iaiity 44 Subeontractor's Obligations after Taking-Over Following taking-over of the Subcontract Works in accordance with Clause 10 [Completion of and Taking-Over the Subcontract Works], the provsions of Main Contract Clause 11.1 {Complation of Qutstanding Work and Remedying Defects}, Main Contract Clause 11.4 [Failure to Remedy Defects}, Main Contract Clause 11.5 [Removal of Defective Work], Main Contract Clause 11.6 (Further Tests], Main Contract Clause 11.7 [Right of Access], and Main Contraot Clause 11.8 [Contractor to Search] shal apply, subject to: (@)—Sub-Clauso 11,2 [Subcontract Detects Notitcation Perioc; and (0) Sub-Ciause 11.3 [Performance Certificate]. ‘A work referred to in sub-paragraph (b) of Main Contract Clause 11.1 [Completion of Outstanding Work and Remedying Defects] shall be executed at the risk and cost of the Subcontractor, and to the extent thal the work is attributable to: (0 Subcontract Ptant, the materials or workmanship of the Subcontract Works not being in accordance with the Subcontract; or (i) failure by the Subcontractor to comply with any other obligation under the Subcontract, Insofar as a defect or damage in the Subcontract Works which is the responetelty of the Subcontractor causes the Contractor to incur ary addtional Cost in complying with Main Contract Ciauses 11.5 [Removal of Detective Work], 11.6 [Further Tests) and 11.8 [Contractor to Search], the Contractor shall subject to Sub-Clauso 3.3, [Contractor's Claims under the Subcontract, be enttiod to deduct this Cost from the Subcontract Price, row am 7land to the extent that the work refered to in sub-paragraph (b) of Main Contract Giause 11.1 [Completion of Ovistanding Work and Remedving Defects] is atbutable to any other cause, the Subcontvactor shall be noifed prompiy by the Contractor, and this work shail be valued as a Subcontract Variation in accordance with Sut» Clause 13.2 [Valuation of Subcontract Variations). n2 eee Subcontract Defects The Subcontract Defects Notification Period shall be tho poriod for notifying dofects Notification Period in the Subcontract Works under Sub-Ciause 11.1 [Subcontractor’s Obligations after Taking-Qver], which period shall be fiom the date on which the whole of the Subcontract Works have boon taken-over under Cause 10 [Completion of and ‘Taking-Over the Subcontract Works] to the date of expiry of the Defects Notification Period applicable to the Main Works or Section or part of the Main Works of which the whole of the Subcontract Works are part. Insofar asa defector damage in the Subcontract Works attributable to a Subcontractor fault gives rsa 10 en extension of any Defects Notification Period under Main Contract Clause 11.8 (Extension of Dotocts Notiication Poriod}, and this extension causes the Contracior to incur any addtional Cost, the Contractor shal, subject to Sub-Clause 3.3 [Contractor's Claims in connection withthe Subcontrac, be entilod to deduct this Cost from the Subcontract Price. 13 Portormance Gertiicate The Performance Cattficale applicable to the Subcontract Works shell be that which is issved by the Engineer under the Main Contract, Performance of the Suibcoriractor’s ‘obligations shal not be considered to have been competed unti the Engineer has Issued the Pertormance Cerificate to the Contractor, and the date stated in the Periormance Gortfcate on which the Contractor's obligations under the Min Contract ‘wore completed shal be the date upon which the Subcontractors obigations under the Subcontract were completed. Immediately upon receipt of the Performance CCerticate tom the Engnee, the Contractor shal forward a copy tothe Subcontractor ‘After the Porformance Cortificate has bean issued, the provisions of Main Contract Clauses 11.10 [Unfulifled Obfgations] and 11.11 [Clearance of Site] shall apply. meafurgdent and Evaluation yea Measurement of “The Subsontract Works shall be measured in accordance with Main Contract Clauses ‘Subcontract Works 112.1 [Works to be Measured] and 12.2 [Method of Measurement) ‘The Contractor shall permit the Subcontractor to altend to assist the Engineer and the Gontractor in making the measurement in relation to the Suboontract Works. ‘The Subcontractor shall supply the Contractor with any particulars requested by the Contractor and/or the Enginesr. i the Subcontractor has been given reasonable nolce to altend and does not attend, the measurement made by (or on behalf of| the Engineer shall he deemed fo be accurata and to be accepied by the Subcontractor Wherever the Subcontract Works are to be measured by records, the Contractor shal permit the Subcontractor to attend with the Contractor to examine and agree the records with the Enginees. If the Subcontractor has been given reasonable notice to attend by the Contractor and does not attend, the records as agreed between the Contractor and the Engineer, or accepted by nonvattandance or falure by the \ 2 ‘Contractor in accordanco with Main Contract Clause 12.1 (Works to be Measured shall be deemed to be accurate and to be accepted by the Subeantractor. the 18 enw:122 Quantity Estimated and Quantity Executed 12.8 Evaluation under the Subcontract ‘Subcontractor examines and disagrees with the records, then he shall give notice to the Contractor within 7 days of the date of the examination of tha respects in which the records are asserted to be inaccurate, which the Contractor shall then notify tothe Engineer. f the Subcontractor does not give notice within the 7 days, the records shal 'be deomed to be accurate and to be accepted by the Subcontractor. The Contractor shal immediately notify the Subcontractor of any determination made by the Engineer in respect of disagreed records. Notwithstanding local practice, the measurement shall be made on the net actual quantity of each item of the Subcontract Works, and the method of measurement shal be that which applies under the Main Contract. Ifthe Contractor does not give notice to the Subcontractor in accordance with this ‘Sub-Ciause, and/or if notice is given but ft isnot reasonable having regard to the notice siven by the Engineer under Main Contract Clause 12.1 (Works to be Measured) and all relevant circumstances, the Contractor shall consult with the Subcontractor in {an endeavour to reach agreement on the measurement of the Subcontract Works. If agreement is not roached, the Contractor chall make a fair decision as to the ‘appropriate and applicable measurement, having due regard to the Subcontractor’s views and all relevant circumstances. The Contractor shall give notice, with supporting Particulars, to the Subcontractor of this decision. ‘Any quantitias set out in the Subcontract Bill of Quanttios, or other schedule of rates ‘and pricesin the Subcontract, are the estimated quantities for the Subcontract Works, ‘and they are not to be taken as the actual and correct quantities of the Subcontract Works which the Subcontractor is required to execute, No Contractor's Instruction shall be required for any increase or decrease in the quantity of any work where the increase or decrease is not the result of an instruction given under Sub-Cluse 18.1 [Variation of Subcontract Works} but is the resuit of the quantiles exceeding or being less than those stated in the Subcontract Bil of (Quantities, oF other schedule of rates and prices in the Subcontract. ‘The Contractor shall consult with the Subcontractor in an endeavour to reach agreement on the Subcontract Price by evaluating each item of the Subcontract Works applying: (@) the measurement agreed or datermined in accordance with Sub-Clause 12.1 [Measurement of the Subcontract Works]; and (©) tha provisions of the second and third paragraphs of Main Contract Clause 12.3 [Evaluation] to te Subcontract. 1 agreement is not reached, the Contractor shall make a fair evelvation having due regard to the Subcontractor's views and all relevant circumstances and shall promptly rotiy the Subcontractor ofthis evaluation with supporting particulars. [Each Party shall gve effect to each agreement reached or evaluation mad under this, ‘Sub-Gaause unless and until revised under Clause 20 [Claims and Disputes} ‘Whenever the omission of any part of the Subcontract Works forms part (or all) of a ‘Subcontract Variation, the value of which has not been agreed, Main Contract Clauso 12.4 [Omissions] shall apply jo nxc2011 19sub et Variations and Adjustments 13.4 Variation of ‘Subcontract Works 132 Valuation of Subcontract Variations 133 Request for Proposal for Subcontract Variation The Subcontract Works shall be variad only by way of a Contractors instruction. ‘Subcontract Variations may be initiated by the Contractor at any time prior to the date the Taking-Over Certicate is issued by the Engineer for the whole of the Main Works, father by @ Contractor's Instruction or by a request for the Subcontractor to submit a ‘propose, The Subcontractor shall execute and be bound by each Subcontract Variation \whothor instructed by (@) the Engineer, provided the instruction is notified to the Subcontractor as a Contractor’ Instruction; or (&) the Contractor's Subcontract Representative, as @ Contractor's Instruction. If the Subcontractor cannot readily obtain the Subcontract Goods required for the ‘Subcontract Variation, he shall promptly give notice (with supporting particular) to the Contractor who shall cancel, confirm or vary the Contractor's Instruction. ‘A Subcontract Variation may include any of the matters described in sub-paragranhs (@) 10 (9 of Main Contract Clause 13.1 [Right to Vary ach Subcontract Variation shall be evaluated in accordance with Sub-Clause 12.3, [Evaluation under the Subcontract), unless agreed otherwise by the Parties. The value of each Subcontract Variation shall then be added lo or deducted from the Subcontract Price, as appropriate. Provided that, i the Gontractor instructs @ Subcontract Variation at any time after the dato upon which the Subcontract Works have been completed in accordance with Clause 10.1 [Completion of the Subcontract Works). the value of this ‘Subcontract Variation shall take account of any additional Cost or Eablity wich in the circumstances was reasonably incurred by the Subcontractor in remobilsing his, resouroes to the Site and/or in maintaining a presence on the Site in order to execute the Subcontract Variation. Ifthe. Contractor requests a proposal, orf the Contractor notifies the Subcontractor thet the Engineer has requested a proposal, prior to instructing a Subcontract Variation, the ‘Subcontractor shall respond in writing as soon as practicable, either by ging reasons vwhiy he cannot comply (this fs the case) or by subriting the Subcontracto’s proposal (2) giving a description of the proposed work to be performed and a programme for ts execution; (0) stating any necessary modifications to the Subcontract Programme pursuant ‘0 Sub-Giause 8.3 [Subcontract Programme] and to the Suboontract Time for Completion; and (©) evaluation of tho Subcontract Variation. ‘The Gontractor shall, as soon as practicable alter receiving this proposal respond with ‘approval, disapproval or comments. ‘The Subcontractor shall not delay any work whilst awaiting a response in respect of ‘any proposal submitted under this Sub-Clause.13.4 ‘Subcontract Adjustments, for Changes in Legislation, 135 — ‘Subcontract Adjustments, for Changes in Cost 136 = — ‘Subcontract Daywork ‘The Subcontract Price shall be adjusted to take account of any increase or decrease in the Gost incurred by the Subcontractor under the Subcontract resulting fron ‘2 change in the Laws of the County, or in the judicial of official governmental interpretation of the Laws, mace after the date of submission of the Subcontractor's (Offer which affects the Subcantractor’s portormance of his obligations under the ‘Subcontract. Ifthe Subcontractor suffers delay and/or incurs Cost as a result of such ‘a change in the Laws, the Subcontractor shall give notice to the Contractor and shall be entitled, subject to Sub-Ciause 20.2 [Subcontractor’s Clims] to an extension Of time under Sub-Clause 8.4 [Extension of Subcontract Time for Completion] and payment of any Cost which shall be included in the Subcontract Price, Where Main Contract Clause 13.8 [Adjustments for Changes in Cosi] apptes to the Main Contract, the Subcontract Price shall bo adjusted for rises or falls in the cost of labour, Subcontract Goods, materials, and any inputs to the Subcontract Works. The ‘adjustment shal be calculated using the formula set out in the third paragraph of Main Contract Clause 13.8 (Adjustments for Changes in Cost] and the data contained in the ‘completed tablo of adjustment data included in the Appendix to Subeontractor's Ofer. Ii there is no table of adjustmont data included in the Appordix to the Subeontractor's Offer, then the Subcontract Price shal be adjusted by the same adjustment muller {88 applies to adjustment of the Contract Price under Main Contract Clause 13.8 Adjustments for Changes in Cost \Where a daywork schedule Is included in the Subcontract, the Contractor may instruct, that a Subcontract Variation shall ba executed on a daywork basis. The work shall then bbe evaluated in accordance with the daywork schedule included in the Subcontract, and the procedure sel out in Main Contract Clause 13.6 [Daywork subfoMet Price and Payment 144 ‘The Subcontract Price ‘The Subcontract Price shall be agreed or decided in accordance with Sub-Ciauso 12.3, [Evaluation under the Subcontract] and be subject to adjustments in accordance with the Subcontract. The Subcontractor shall pay all taxes, duties and fees required to bo ppaid by him under the Subcontract, and the Subcontract Price shall nol be adjusted for any of these costs unless there is provision for the Contract Price to be so adjusted Under the Main Contract, in which case the Subcontract Price shallbe aalusted to the like extent that the Contract Price shal be adiusted under the Main Contract ‘The Subcontractor shail submit to the Contractor, within 7 days of the Contractor's, request to do 80, @ breakdown of each lump-sum price in the Subcontract. The Contractor may tako account of such a breakdown when considering the Subcontractor's monthly statements submitted under Sub-Clause 14.3, (Subcontractor's Monthly Statements} Where there is no amount for advance payment stated in the Appendix to the ‘Subcontractor’s Offer, the Contractor shall have no obligation to make an advance payment fo the Subcontractor. The advance payiment shall be made in the installments and in the applicable ‘currencies and roportions stated in the Appendix to the Subcontractor’s Ofer. roe 2 2443 — ‘Subcontractor's Monthly Statements 144 - ‘Subcontractor's ‘Statement at Completion The advance payment quarantee shal bein the amounts and currencies corresponding to the advance payment, shal be in a similar form to tha of the guarantes approved by the Engineer under Main Contract Clause 14.2 Advance Payment, or in the form that rmay be agreed between the Contractor and the Subcontractor, and shail be issued by 1n ently and from within a county (or other jurisdiction) approved by the Contractor, The Subcontractor shall ensure that this guarantee is vali and enforceable until the advance payment has been repaid, but its amount may be progressively reduced by the amount repaid by the Subcontractor as deductions in payments otherwise du. ‘The advance payment shall be repaid through percentage deductions in interim payments: made to the Subcontractor under Sub-Ciause 14.6 Untrim Subcontract Payments] atthe arnartsation rate of one-fith (20%) ofthe amount of each interim payment (excluding the advance payment and deductions and repaymonts. ot fetention) in the currencies and proportion of the advance payment, untl such time as the advance payment has been repaid. Deductions shal commence when the iota of all inter payments made to the Subcontractor (excluding the edvance payment and deductions and repayments of retention) excoads twenty percent (20%) of tho ‘Accepted Subcontract Amount. Ifthe advance payment has not been repaid prior tothe taking-over of the Subcontract Works or prior to termination of the Subcontract, the whole of the balance then outstanding shall immediately become due and payable by the Subcontractor to the Contractor. Tho Subcontractor shall prepare and submit monthiy statements to the Contractor ‘showing in detail the amounts to which the Subcontractor considers himself to be entitled, together with supporting documents which shall include the report on the progress during this month in accordance with Sub-Ciause 8.5 [Subcontract Progress Reports). Each statomiont shall be submitted no lator than 7 days before the due date for subrrission of the Contractor's Statement under Main Contract Clause 14.3 Application for interim Payment Certificates), which due date shail be notified to the ‘Subcontractor by the Contractor. Each Suboontractor’s monthly staternent shall include the items as set out in sub- paragraphs (@) to (9) inclusive and sub-paragraph ¢) and (9) of Main Contract Clause 14.3 [Apatication for Interin Payment Certificates}, “The Subcontractor shall submit a statement no later than 7 days before the due date for submission of the Contractor's Statement at Completion under Maln Contract Clause 14.10 [Statement at Compietion|. Providod that, t Sub-Ciause 10.3 [Taking Over by the Contractor] apples, the Subcontractor shall submit a statement no later than 28 days after the whole of the Subcontract Works have been taker-over by the Contractor. The Subcontractors statement shall show the information relevant to the ‘Suiocontract as set out in sub-paragraphs {a} to (c) Inclusive of Main Contract Clause 14.10 [Staternent at Completion) ‘The Contractor shall make appropriate provision for the amounts set out in each ‘Subcontractor’s monthly statement in the Contractors next Statement under Main, Contract Clause 14.8 (Agpleation for Interim Payment Gertficates}. This obligation shal be subject to the Subcontractor having submitted his monthly statement to the Contractor in accordance with Sub-Clause 14.3 [Subcontractor's Monthy Statements]146 Interim Subcontract, Payments, In respect of any Subcontractor’s monthly statement and if so requested by the Subcontractor, the Contractor shall adviso the Subcontractor without delay and providing substantiating decumentation of tha date on which: (@) the Contractor's next Statement was actually submitted to the Engineer in ‘accordance with Main Contract Clause 14.8 Application for Interim Payment Centcates}; and (©) the Contractor received an Interim Payment Cetiicate issued by the Engineer tunder Main Contract Clause 14.3 [ssue of Interin Payment Certificates] for that next Statement, 1, after receiving such a request from the Subconivactor, the Contractor fais to provide information as to whether and when the Engineer issued such an Interim Payment Certficate, such Interim Certificate shall be deemed to have been issued 85 days aftor the rus date for subyrission of the Contractor's Statement under Main Contract Clause 14.8 [Application for Interim Paymant Cortificatos} Within 70 days of receipt by the Contractor of: (@) the Subcontractor’s monthly statement subrritted under Sub-Clause 14.3 [Subcontractor's Monthly Statements}, or (b) the Subcontractor’s Statement at Completion under Sub-Ciause 14.4 [Subcontractor's Statement at Completion], the amounts included in that statement, and any other sums to wich the Subcontractor is enilled inthe opinion of the Contractor, shall be duo and payable to the Suboontractor. fa percentage of retention is stated in the Appendix to the Subcontractors Ofer, the Contractor shal be ented to deduct an amount for retention, calculated by applying this porcontage of retention to the payinent otherwise «due tothe Subcontractor, unt the amount so retained by the Contractor reaches the limit of retention money ft any) stated in the Appendix to the Subcontractors Offer. Provided that, subject to the obsgation to pay pursuant to the last peragranh of Sub-Ciause 14.8 [Final Suboontract Payment), the Contractor shall be entitled to \Withold or defer payment of any sums ina Subeontractor’s monthly statement to the ‘extent that he notifies the Subcontractor within 70 days of his receipt of that monthly statement with reasons that; (@) where @ minimum amount is stated in the Appendix to the Subcontractor’s Offer, the amounts included in the Subcontractor's monthly statement together vith any sums to which the Subcontractor might otherwise be entitled inthe pinion of the Contractor, but aftor all retentions (if any} and deductions, are less in the agarogato than this minimum amount. Save that the aforesaid shall ‘not apply to the amounts in the Subcontractor’s manthiy statement which are included in the Contractor's final statement under Main Contract Clause 14.11 Application for Final Payment Certificate () tho amounts included in the Subcontractor's monthly statement are not ccetified by the Engineer and oniy to the extent that the sum Is not certfied, provided thatthe Contractor has complied with Sub-Clause 14.5 |Contractor's Application for interim Payment Certificate) in respect of the Subcontractor's ‘monthly statement and provided that such failure to certify is not due to any ‘act or default of the Contractor under the Main Contract; (©) the amounts included in the Subcontractor’s monthiy statement have been certified by the Engineer but the Employer has failed to make payment in fll to the Contractor in respect of these amounts and only to the extent of such non-payment; or eric ams 23“7 Payment of Retention ‘Money under the ‘Subcontract FrFipbic 24 (@) the Contractor fairly considers that any sum in the Subcontractor’s monthly statement is not cue in accordance with the Subcontract and/or the Contractor 's ented to deduct any sum pursuant to Sub-Clause 3.3 [Contractor's Claims 'n connection with the Subcontract Provided that the Contractor shall have no entitlement to defer or withbold payment ‘of any sum in a Subcontractor’s monthly statement under sub-paragraph (c) ofthis ‘Sub-Clause ifthe faiure by the Employer to make payment is due to: (0 anyact or dofaut of the Contractor under the Main Contract; andor (i) the Employers bankruptcy or insolvency, going into liquidation, having a receiving or administration order made against him, compounding with his creditors, oF carrying on business under a receiver, trustee or manager for the benefit of his creditors, or by any act which (under applicable Laws) has a ‘similar effect to any of these acts or events. In his notice to the Subcontractor that payment of any sum in @ Subcontractors monthly statoment is to be withhold or deferred under sub-paragraph (o) oF (c) of this Sub-Clause, the Contractor shall give full particulars and provide substantiating documentation of the amounts that have not boen certified by the Engineer or the ‘amounts for which the Employer has failed to meke payment, ‘The Contractor shall not be entitled to defer or withhold payment of any sum in a ‘Subcontractor’s monthly statement unless the Subooniractor has frst been ratified in ‘accordance with this Suio-Clause Payment by the Contractor to the Subcontractor of any amount in a Subcontractors, monthly statement wich has previously bean withheld or deferred by tha Contractor shall be due 7 days after receipt by the Contractor of any payment from the Employer which includes a sum in respect of this amount HW the Subcontractor is undor obligation to provide a Subcontract Perforrnance Security under the Subcontract, notwithstanding the torms of this Sub-Clause or any other term of the Subcontract, no amount shall become due and payable to the ‘Subcontractor until the seouriy in accordance with Sub-Clause 4.2 (Subcontract Performance Securtty| has been deivered to the Contractor. \Whera a percentage of retention &s stated in the Appendix to the Subcontractor's (Offer, the Contractor shal pay to the Subcontractor the retention money under the ‘Subcontract in the same proportions that apply to the Retention Money under Main Contract Clause 14.9 [Payment of Retention Money}, no later than 14 days after the Contractor has received payment from the Employer. Providod that if Sub-Ciauso 10.8 [Taking-Over by the Contractor] apolies: (@) to the whole of the Subcontract Works, the Contractor shall pay the ‘Subcontractor the first half of the ratention money under the Subcontract no lator than 28 days after the whole of the Subcontract Works have been (or are ‘deemed to have been) taken-over by the Contractor: or (©) toa part of the Subcontract Works, the Contractor shall pay the Subcontractor proportion of the retention money under the Subcontract no later than 28 days after that part has been (or is deemed to have been) takan-over by tha Contractor. This propertion shall be 40% of the proportion calculated by dividing the estimated subcontract value of the part by the estimated final Subcontract Price; and148 Final Subcontract Payment 149 Delayed Payment under the Subcontract 14.19 ———— Cessation of the Contractor's Liability the Contractor shall pay the Subcontractor the outstanding balance of the retention money under the Subcontract no later than 7 days after the expiry of the Subcontract Defects Notification Period. However, if any work remains to be executed under Clause 11 [Defects Liability), the Contractor shall be onttled to withhold payment of the estimated cost of this work untl it has boon executed. The Subcontractor shall prepare: and submit a draft final staternent to the Contractor stating the sum which in the Subcontractor’s opinion is the Subcontract Price finaly due, showing in detail the value of all work done in accordance with the ‘Subcontract, and any further sums which the Subcontractor considers to be due 10 him, together with supporting documents. This daft final statement shall be submitted ro lator than 28 days ator the oxpiry of the Subcontract Detects Notification Poriod. Hf the Contractor cannot verify any part of the Subcontractor’ final statement, the ‘Subcontractor shall submit the further information that the Contractor may reasonably requie, Within 56 days after the expiry of the Subcontract Defects Notification Period the Contractor shall pay to the Subcontractor balance of the Subcontract Price finally due. If the Contractor fails to make paymont of any sum properiy due and payable to the ‘Subcontractor in accordance with this Clause 14 [Subcontract Price and Payment), thon Main Contract Ciause 14.8 [Datayed Payment] shall apply provided that the period of delay shall bo deemed to commenco on the date for payrmont spociied in this Clause 14 [Subcontract Price and Payment] |f payment is withheld or deferred pursuant to sub-paragraph (0) of Sub-Clause 14.6 linterm Subconvact Payment), then the Contractor shall pay the Subcontractor the ‘amount of financing charges applicable to the overdue sum at the rate payable by the Employer to the Contractor under Main Contract Clause 14.8 [Delayed Payment], provided that the period of delay shall be deemed to commence on the date for payment specified in Sub-Clause 14.6 [Interim Subcontract Payments]. Payment by the Contractor to the Subcontractor ofthis amount af fnancing charges for withheld (deferred payment shall be due within 14 days of payment by the Contractor to the Subcontractor of the amount which was previously withheld or deferred, or within 7 days atter receipt by the Gntractor of any payment from the Employer in accordance: with Main Contract Clause 14.8 [Delayed Payment] which includes a sum in respect (of this amount, whichever is earlier, ‘The Contractor shall not be lable to the Subcontractor for any matter or thing arising ‘oUt of or in cannection with the Suipcontract or execution of the Subcontract Works a {om the date stated in the Performance Cerificate Issued under the Main Contract, which date shall be promptly notified to the Subcontractor by the Contractor, except to the extant that the Subcontractor has given @ notice of claim in accordance with ‘Sub-Ciause 20.2 [Subcontractor’s Claims! prior to that dete. ‘The Subcontractor shall remain entitled to payment forthe fullment of any obligation \which remains unpertormed after the date stated in the Performance Certifeate under the Main Contract, re 20 251441 Subcontract Currencies of Payment ‘The Subcontract Price and any amount due under this Clause 14 [Subcontract Price ‘and Payrment) shall be paid in the currency or currencies stated in the Appendix to the Subcontractor’s Onter, Teriinafion of the Main Contract and Termination of the Sub§o! 15.4 ‘Termination of Main Contract 162 — Valuation at Date of ‘Suboontraot Termination 183 = Payment after Termination of Main Contract, ict by the Contractor Ifthe Main Contract is terminated or the Contractor and/or the Employer is released from performance of the Main Contract under Main Contract Clause 19.7 (Release from Performance under the Law), then the Contractor may by notice to the ‘Subcontractor terminate the Subcontract immediately, save where he is required to assign the Subcontract to the Employer in accordance with sub-paragraph (b) af Sub Clause 6.1 (Assignment of Subcontract), \Within 7 days after the date the Employer retuns the Performance Security under ‘the Main Contract, which date shall ba promptly notified to the Suboontractor by the Contractor, or within 28 days after a notice of termination under this Sub-Clause has taken ffect, whichovor is earlier, tho Contractor shall return the Subcontract Performance Security to the Subcontractor, unless the Main Contract has been {torminatod as a consequence of any breach of the Subcontract by the Subcontractor. ‘As soon as practicable after a notice of termination under Sub-Cleuse 16.1 [Termination of Main Contract] or Sub-Clause 15.6 [Termination of Subcontract by the Contractor] has taken eflect, the Contractor shall promptly evaluate the Subcontract Works, Subcontract Goods and Subcontractors Documents, and any other sums du to the Subcontractor for work executed in accordance with the Subcontract whether on or off the Ste. {ithe Subcontractis terminated under Sub-Clause 16.1 [Termination of Main Contract), then the Contractor’ evaluation shall havo rogard to the Engineer's valuation under Main Contract Clause 18.3 [Valuation at Date of Termination). Ifthe Subcontract is terminated under Sub-Clause 18.6 [Termination of Subcontract ‘by the Contractor) then the Canvactor’s evaluation shall have regard to Sub-Clause 12.3 [Evaluation under the Subcontract ‘The Contractor shall give notice, with supporting particulars, to the Subcontractor of this evaluation. It the termination of the Suiscontract arises from terrination of the Main Contract Cr from the release of performance by the Contractor and/or Employer of the Main Contract under Main Contract Clause 19.7 [Release fram Performance under the Law, the following shall be due and payable to the Subcontractor, insofar as these amounts or Costs have not boen covered by payments already made to the Subcontractor: {@ tho vaio of the Subcontract Works, Subcontract Goods and Subcontractor’s Documents, and any other sums due to the Subcontractor for work executed in accordance with tho Subcontract, a& evaluated in accordance with Sub Clause 15.2 [Valuation at Date of Subcontract Termination (©) the Cost of remeval ofthe Subcontractors Equipment and tomporary works from the Site and, i required by the Subcontractor, return thereof to the roe 20 eres of Seta or Conan‘Subcontractor in his country, or to any other destination at no greater cost; (0) the reasonable Cost of repatviation of all the Subcontractor’ staff and labour employed whoty in connection with the Subcontract Works at the date of termination; (@) any other Cost or tabilty which in the circumstances was reasonably incurred by the Subcontractor in the expectation of completing the Subcontract Works; and (€) any loss of proft or other loss or damage sustained by the Suboontractor 2s a result of this termination. lf the Main Contract has been terminated under Main Contract Clause 15.2 [Termination by Employer), uniess the Main Contract has been terminated as a Cconsequenice of any breach of the Subcontract by the Subcontractor, then payment by the Contractor of any af these amounts or Costs shall be due immediately after termination of the Subcontract | Main Contract Clause 19.7 (Release from Performance uncle the Lav applies to tha Main Contract or the Main Contract has been terminated under Main Contract Cleuse 16.2 [Termination by Contractor] or Main Contract. Clause 19.6 [Optional Termination, Payment and Fleas), then payment by the Contractor to the Subeontractor of any of these amounts or Gosts shall be due 7 days after receipt by the Contractor of ‘any payment from the Employer which includes a sum in respect of this amount or 112 days after termination of the Subcontract, whichever is earlor. Any Sucontract Prant or materials shal become the property of (and bo at the risk of) the Employer when paid for by the Employer and the Subcontractor shall place the same at the Employer's disposal Provided that: the Main Contract hes been terminated as a consequence of any breach of the Subcontract by the Subcontractor, no payment shail become due under this Sub-Clause and Sub-Clause 15.4 [Termination of the Main Contract in Consoquence of Subcontractor Breach] shall apply; (@ if the Main Contract has been terminated under Main Contract Clause 15.5, (Employer's Entilement to Termination] oF under Main Contract Clause 19.6 (Qptionar Termination, Payment and Release], or under Main Contract Clause 19.7 [Release fram Performance under the Law] then the Subcontractor shall have no entitlement to payment of any loss of profit; and i nothing in this Sub-Giause shal affect any right of either Party to receve Payment in respect of ary breach of the Subcontract committed by the other Party prior to the termination, or any other right to payment under Subcontract 164 —— ‘Termination of Main Ifthe Main Contract is tarminated as a consequence of any breach of the Subcontract, Contract in Consequence by the Subcontractor, the Subcontractor shall be entiled to payment of of Subcontractor Breach (@) the value of the Subcontract Works, Subcontract Goods and Subcontractor's Documents, and any other cums due to the Subcontractor for work executed in accordance with the Subcontract, as evaluated in accordance with Sub- Clause 15.2 [Valuation at Dato of Suboontract Termination), insofar as this value has Not aready been covered by payments made to the Subcontractor; less (&) any amounts recovered by the Employer ftom the Contractor under Main, Gontract Ciause 15.4 (Payment after Termination) in respect of any extra Cost in executing, compioting and remedying of any detects, damages for delay, and all other costs incurred by the Employer in completion of the Subcontract Works; and less scorns ‘erie 21 27155 Notice to Correct under the Subcontract, 158 ———— Termination of ‘Subcontract by the Contractor (©) any losses and damagos incurred by the Contractor as a resutt of such termination of the Main Contract and any liabilities incurred by the Contractor to other subcontractors which are attributable fo such termination of the Main Contract. Provided that this payment by the Contractor shall not become cue until after the mounts under sub-paragraph (b) above have been ascertained under the Main Contract, which amounts shall be promplly notifed to the Subcontractor by the Contractor, Hf the amount of sub-paragraph (a) above is less than the aggregate sum of the amounts of sub-paragraphs (o) and (€) above, the Contractor shal! be entitled to recover the balance from the Subcontractor. If the Subcontractor fais to carry out any obligation under the Subcontract, tho Contractor may by notice require the Subcontractor to make good the failure and to remedy it within a reasonable time specified by the Contractor. The Contractor shall be entitled to terminate the Suocontiact, without prejudice to ‘any other rights or remedies under the Subcontract or otherwise, if any one or more of the events or circumstances set out in su-paragraphs (a) to () inclusive of Main ‘Contract Clause 15.2 [Termination by Employer] are applicable to the Subcontractor’s performance under the Subcontract In any of these events or circumstances the Contractor may, upon giving 14 days’ Notice to the Subcontractor, terminate the Subcontract and expel the Subcontractor from the Site, except in the case of sub-paragraph (e) or () of Main Contract Giause 162 [Termination by Employer] when the Contractor may by notice terminate the Subcontract immediately. In leu of terminating the Subcontract, the Contractor may take part onty of the Subcontract Works out of the hands of the Subcontractor and may execute and complete, or have executed and completed by others, this part of the Subcontract Works. In this event the Contractor may rocover his Cast of so doing {rom the Subcontractor. If the Contractor terminates the Subcontract in accordance with this Sub-Ciause, the provisions of the last three paragraphs of Main Contract Clause 18.2 [Termination by Employer] shall aopiy. If the Contractor terminates the Subcontract in accordance with this Sub-Clause the ‘Subcontractor shall be entitled to payment of: (@ the value of the Subcontract Works, Subcontract Goods and Subcontractors Doouments, and any other sums dus tothe Subcontractor for work executed in accordance with the Subcontract, as evaluated in accordance with Sub-Clause 19.2 [Valuation at Date of Subcontract Termination], insofar as this value has not already been covered by payments made to the Subcontractor, less (i) the amount of any tosses and damages incurred by the Contractor, to the extent that such losses and damages are attributable to such termination of the Subcontract, and any extra Cost in executing, completing and remedying of any defects, damages for delay, and all other costs incurred by the Contractor in completion of the Subcontract Works. Provided that this payment by the Contractor shall not become due unti ater the ‘amount under sub-paragraph (@] above has oeen ascertained, er 2045 ontienIt the ammount of sub-paragraph () above is fess than the amount of sub-paragraph (i ‘above, the Contractor shat be entitled to recover the balance from the Subcontractor, Provided that nothing in this Sub-Ciause shall affect the right of either Party to receive payment in respect of any breach of the Subcontract committed by the cother Party prior to the termination, or any other right to payment spectiod under the Subcontract. suafeQn and Termination by the Subcontractor 164 ‘Subcontractor’s I the Contractor fails to pay any amount which is due to the Subcontractor pursuant Entitlement to Suspend to: Work (@ Clause 14 [Subcontract Price and Payment] but subject to sub-paragraphs (a) to (6) of Sub-Clause 146 [Interim Subcontract Payments]; or (i) a Subcontract DAB's decision, the Subcontractor may, after giving not less than 21 days’ notice to the Contractor, Cescribing such failure of payment, suspend work (or reduce the rate of work) unless: and until the Subcontractor receives payment It the Subcontractor subsequently receives the payment described in the above notice before giving a notice of termination, the Subcontractor shall resume normal working aS soon as is reasonably practicable. Ifthe Subcontractor sutfers delay and/or incurs Cost as a resuit of suspending work (or reducing the rato of work) in accordance with this Sub-Clause, the Suocontractor shal give notice to the Contractor and shail be enttlad, subject fo Sub-Clause 20.2 [Subcontractor’s Cisins], to an extension of time under Sub-Clause 8.4 [Extension ‘of Subcontract Time for Completion] and payment of any Cost plus reasonable prof which shall be included in the Subcontract Price. 162 a ——— Termination by It ‘Subcontractor {@ within 28 days after giving notice in accordance with Sub-Clause 16.1 [Subcontractor's Entitlement to Suspend Work] the Subcontractor does not receive the payment described in that notice; () the Contractor or the Employer becomes bankrupt or insoWent, goes into liquidation, has a receiving or administration order made against him, compounds with his creditors, or caries on business under a receiver, rustoe (or manager for the benoft of his creditors, orf any act is done or event occurs which (under applicable Laws) has a similar effect to any of these acts or vents; or (@) the Contractor substantialy fais to pertorm his obligations under the Subcontract, then the Subcontractor may upon giving notice to the Contractor, without prejudice to any othor rights or remedies under the Subcontract or otherwise, texminate the Subcontract. n the case of sub-paragraph (a) and (@) of this Sub-Clausa, the ‘Subcontractor shall give not less than 14 days notice, and in the case of sub- paragraph (o) of this Sub-Glause the Subcontractor may by notice terminate the ‘Subcontract immodiatoy rst Condon eros 2916.3 Payment on Termination by Subcontractor Attar @ notios of termination under Sub-Clause 16.2 [Termination by Subcontractor] has taken effect, the Contractor shall promptly: {o) totum the Subcontract Pertormance Security tothe Subcontractor; and (©) pay the Subcontractor the amounts and Costs set cut n sub-paragraph (a to (@) of Sub-Clause 15.3 [Paymont after Termination of Main Contract) nsotar as these amounts or Casts have not been covered by payments alady mad to the Subcontractor Provided that nothing in this Sub-Clause shall affect the right of ether Party to recelve payment in respect of any breach of the Subcontract committed by the other Party Prior to the termination, or any other right to payment under the Subcontract Risin Indemnities 174 Subcontractor’s Risks land Indemnities ‘The Subcontractor shall have ful responsibilty for the care of the Subcontract Works and Subcontract Goods from the Subcontract Commencement Date until tha Subcontract Works have been taken-over under Sub-Clause 10.2 [Taking-Over the Subcontract Works] or Sub-Ciause 10.3 [Taking-Over by the Contractor] when responsibilty for the Subcontract Works shall pass to the Employer or the Contractor, respectively. Provided that, after responsibilty has so passed to tho Employer or the Contractor, the Subcontractor shal: @) take responsibilty for the care of any work which is outstanding on the date of taking-over unt this outstancing work has been completed; (©) be liable for any loss or damage causod by any actions performed by the ‘Subcontractor; and (6) be fable for any loss or damage which occurs and which arose from a previous ‘event for which the Subcontractor was lable, If any loss or damage happens to the Subcontract Works during the period when the Subsontractor Is responsible for their care, the Subcontractor shall without delay rectify the loss or damage so that the Suocontract Works conform with the Subcontract, Provided thal, and to the extent that, if any such loss or damage arises from: (any cause for which the Subcontractor is responsible under the Subcontract, the rectification work shall be at the Subcontractor’s risk and cost; (i) anyriskistedin Main Contract Clause 17.3 [Employer's Risks], the Subcontractor shall promptly give notice to the Contractor, shall ractty this loss or damage to the extent required by the Engineer as confirmed by a Contracter'sInsiruction, and in all other respects Main Contract Clause 17.4 [Consequences of Employer's Risks] shal apply; (i) any act or defaut of the Contractor or the Contractor's Personnel, the Subcontractor shall subject to Sub-Ciause 20.3 [Subcontractor's Claims] 0& ‘entitled to recover ftom the Contractor any Costs so ineurod; (w)_any cause, other than those described in sub-paragraphs () to (i) of this ‘Sub-Ciause, the Subcontractor shall be entitled to aim for the cost ef such rectication work undor the rolovant insurance policy sot out in Annex E. ‘The frst paragraph of Main Contract Clause 17.1 [Indemnities] shall apply to the Subcontractors indemnitos, ercic eo Corie ot Scot or Cans17.2 Contractor's Indemnities 173 — ‘Subcontract Limitation of Liability The Contractor shail indemnity and hold harmiess the Subcentractor against and from all claims, damages, losses, and expenses (including legal fees and expenses) in respect of: (@) the matters as described in sub-paragraphs (a, i) and (i) of Main Contract Clause 18.3 [Insurance against injury to Persons and Damage to Property} (6) a fault, eror, defect, or omission in any lament of the Contractor's design Gt any) of the Pernanent Works under the Main Contract other than dasign cartiod out by the Subcontractor pursuant to his obligations under the ‘Subcontract; (bodily injury, sicknoss, disease, or death, which is attributable to any negligence or wif act or breach of the Main Contract by the Employer, the Employer's Personnel, the Contractor, the Contractor's Personnel, or ary of their respective agents; (@) bodily injury, sickness, disease, or death, which is attributable to any negligence, wilful act or breach of the Subcontract by the Contractor, the Contractor's Personnel, or any of thelr respective agents, Provided that the Contractor's indemnities under this Sub-Clause do net extend to matters arising as a result of the Subcontractor’s design (any), the execution and completion of the Subcontract Works and the remedying of any defects. Neither Party shall be liable to the other Party for loss of use of any Suboontract Works, loss of prof, loss of any contract o* for any indirect or consequential loss oF damage which may be suffered by the other Party in connection with the Subcontract, other than under Giause 15 [Termination of the Main Contract and Termination af the Subcontract by the Contractor], Sub-Clause 16.3 [Payment on Termination by Subcontractor], Sub-Clauso 17.1 [Subconiractor's Risks and ndbomnitias) and/or Sub-Ciause 17.2 [Contractor's Indemnities} ‘The total llabilty of the Subcontractor to the Contractor under or in connection with the Subcontract, other than under Sub-Ciause 7.1 [Subcontractor's Use of Equipment, Temporary Works, and/or Other Facilties), Sub-Olause 7.2 (Free-Issue Materials), Sub-Ciause 8.7 [Subcontract Damages for Delay] and Sub-Clause 17.1 [Subcontractor’s Risks and indemnities], shal not exceed the sum stated in the Particular Conditions of Subcontract or {if a sum is not so statod) the Accepted Subcontract Amount, This Sub-Clause shall not Jit lability in any case of fraud, deliberate default or reckless misconduct by the defaulking Party, subforgdee Insurances 185.469 Do ferore / Sy The Suboontractor shall effect and maintain insurance against the risks and in the sums and in tho namas epeciied in Annex E. The Subcontractor shell maintain these insurances from the Subcontract Commencement Date untl the Subcontract Works, have been taken-over in accordance with Sub-Ciause 10.2 [Taking-Over of the ‘Subcontract Works] or Sub-Clause 10.3 [Taking-Over by the Contractor} Provided always that the Suocontractor shall Insure the Sudcontracter’s Personnel and Main Contract Clause 18.4 [insurance for Contractor's Personnel) shall apoly erein 20 31182 The Contractor shall effect and maintain the insurances for which he is responsible Insurance arranged Under the Main Contract, the detais of which ara set out in Annex E by the Contractor and/or the Employer The details of insurances (f any) to be arranged by the Employer under the Main Contract are as set out in Annex E. If the Employer fas to effect and keep in force ‘such insurances, the Subcontractor shall subject to Suib-Clause 20.2 (Subcontractor’s Claims] bo onttlad to recover trom the Contractor any monies which should have been racoverabie by the Subcontractor under euch insurances, \Where the Subcontractor discovers any inadequacy in these insurances or duplication with these insurances when reviewing the insurance coverage of the Subcontract Works or executing the Suicontract Works, he shal immediately notiy the Contractor. le (a) the Subcontract Works, Subcontract Goods, or other things belonging to the Subcontractor are destroyed or damaged during the period that insurance under Main Contract Clause 18.2 insurance for Works and Contractor's Equioment| is required to be effected and maintained by the Contractor and/or the Employer; and (b) a claim is established in respect of that which was destroyed or damaged Under the relevant policy of insurance, then, provided that this claim is paid by the relevant insurer(s), the Subcontractor shall, be paid the amount of this claim less any deductibie(s), or the amount of his toss, Whichever is less, and shall apoly this sum in replacing or repaiing that which was destroyed or damaged. 163. ——_—— - Evidence of Insurance Where by virtue of this Clause 18 [Subcontract Insurances) either Party is required and Failure to Insure —_to effect and maintain insurance, he shal if s0 requested by the other Party promptly provide evidence of that insurance and the receipt for the payment of the current Promium, Hf either Party fais to effect and maintain any insurance itis requied to effect and maintain under the Subcontract, or fals to provide satisfactory evidence of any insurance and the receipt for the payment of the current premium, without delay folowing a request for this evidence by the other Party, then the other Party may {at its option and without prejucice to any other right or remedy) effect and maintain insurance for the relevant coverage and pay the premiums duo. The Party in detauit hall then pay the amount of these premiums plus any extra expense incured in cffecting this insurance to the other Parly as an adjustment to the Subcontract Price. subfoGdee Force Majeure 194 ‘Subcontract The provisions of Main Contract Clause 19 [Force Majeure] shall apply to the Force Majeure Subcontract. QQ vcontractor’s Claims and Disputes ‘Without projudice 10 the ganeraliy of Clause 4 [The Subcontractor], whenever the Contractor is required by the ters af the Main Contract to give any notice or other202 — Subcontractor's Claims. information to the Enginesr or to the Employer, or to keep contemporary records (whether in relation to a claim or otherwise), tothe extent that these terms apply to the ‘Subcontract Works the Subcontractor shall gio a similar notice or other information in wring to the Contractor and keep the contemporary records that will enable the Contractor to comply with these terms of the Main Contract, The Subcontractor shalt do so in good time to enable the Contractor to comply with these terms. Provided ‘always that the Subcontractor shall be excused from any non-compliance with this requirement for so long as he could not have reasonably known of the Contractor's ‘need of the notice oF information from him or the contemporary records. Notwithstanding Sub-Clause 20.2 [Suboontractor’s Claims] and Sub-Clauso 3.3 [Contractor's Claims in connection with the Subcontract), each Party shal immediately give notice to the other Party of any delay event which has occurred, or specific probable future event(s) or circumstancels), which may adversely affect the other Panty actives, or dolay the execution of the Subcontract Works and/or the Main ‘Works. The Subcontractor shall immediately give notice to the Contractor of any ‘event which hes occurred, or specific probable future event(s) or crcumstanco(s), which may increase the Subcontract Price andlor the Contract Pri. If the Subcontractor considers himself to be entited to any extension of the Subcontract Time for Completion andor any adcitional payment, under any Clause of these Gondiions o° otherwise in connection with the Subcontract, Main Contract (Clause 20.1 [Contractor's Claims] shall apply to Subconttactor’s ciaims. Save that (@) the period of notice anplicable to Subcontractors claims shall be not later than 21 days after the Subcontractor became aware (ar should have become aware) of the event or circumstance gyving rise to the claim . IF the Subcontractor fails to give notice of a claim within such period of 21 days, the Subcontract Time ‘or Completion shall not be extended, the Subcontractor shall not be entited to additional payment, and the Contractor shal be discharged from all Yabiity in connection with the cla: (b) the period for submission by the Subcontractor of a ful detalled claim shall be not later than 85 days after the Subcontractor bocame aware (or shauid have become aware) of the event or circumstance giving tise to the claim, or within such other period as may be proposed by the Subcontractor and approved by the Contractor; (©) the reference fo ‘Payment Cevificate' shall be replacod by “Interim payment Made to the Subcontractor under Sub-Clause 14.6 [interim Subcontract Payments}; and, (2) iniieu of the ponutimate paragraph of Main Gontract Clause 20.1 [Gontractor’s (Glaims} the folowing shall apply: ‘The Contractor shall consult with te Subcontractor in an endeavour to reach agieement on the extension of the Subcontract Time for Completion aneif ‘or additional payment to which the Subcontractor may be entitled for his claim. If agreement is not reached. the Contractor shall within 49 days after «receiving from the Subcontractor a fuly detaied ciaim or any further particulars requested by the Contractor, or within such other time period agreed between the Parties: make a fair decision, having due regard to the Suboontractor’s submissions, the extent to which his claim for additional payment and fr extension of time has boon substantiated, and all other relevant circumstances; i) —notty the Subcontractor, with reasons and making reference to this ee 2033 33‘sub-paragraph, of the appropriate and anplicable adtionel payrnant¢f any) andor extension (f any) of the Subcontract Time for Completion; and i) make the additional payment (tan) to the Subcontractor, and grant the ‘extension (any) of the Subcontract Time for Completion. Each Party shal give effect to each agreement reached or decision made under this ‘Sub-Giause unless and unt revised under this Clause 20 (Notices, Subcontractor's Claims and Disputes}. 203 —— —-- Failure to Comply If by reason of any fallure by the Subcontractor to comply with the first paragraph of ‘Sub-Ciause 20.1 [Notices] and/or the provisions of Sub-Clause 20.2 [Subcontractors CCaims] the Contractor is prevented from recovering any sum other than in raspect of ‘Subcontractors claims from the Emoloyer under the Main Contract in respect of the Subcontract Works, then, without prejudice to any other remedy of the Contractor for this faiure the Contractor shal, subject to Sub-Cleuse 3.3 [Contractor's Claims], be enitted to deduct this sum from the Subcontract Price, 20.4 = - ‘Subcontract Disputes if a dispute (of any kind whatsoever) arises between the Contractor and the ‘Subcontractor in connection with, or arsing out of, the Subcontract or the execution of the Subcontract Works, then ether Party may give a notice of this dispute to the other Party (the ‘Notice of Dispute’) Inany Notice of Dispute given by the Contractor or within 14 days of receiving a Notice of Dispute from the Subcontractor, the Contractor may notity the Subcontractor, with reasons, of his opinion that the dispute involves an issue or issues which is/are also involved ins dispute between tha Contractor and the Employer under the Main Contract. If the Contractor so notifies the Subcontractor: (@) the Parties shall defer any efera ofthe cspute to the Suocontract DAB nti ‘8 date that Is no warlor than 112 days, or other period as may be agreed between the Pats, after the dato ofthe Notice of Dispute; (©) ifthe subject of the Subcontract dispute has not previousyy boon retorted to the Main Contract DAB, the Contractor shall fer the subject of Subcontract spute to the Main Contract DAB, wth a copy to the Suocontractor, in accordance with Mein Contract Ciause 20.4 [Obtaining Dispute Aduaication Board's Decision} within 28 days, or other period as may be agreed betwoon tho Parties, of the Notice of Dispute. If Main Contract Clause 20.8 [Expiry of Dispute Adjudication Board's Appointment] applies under the Main Contract. the Contractor shal immediatly give notic to the Suibcontractor, and (© the Subcontractor shal, in good time, afford the Contractor al information and. assistance thet may reasonably be required to enable the Contractor to cligenty pursue his dispute which includes the subject of the Subcontract dispute under the Main Contract Provided that, ifthe Subcontract dispute is not referred to the Main Contract DAB ‘within the time stated in sub-paragraph (b) of this Sub-Clauso, or if Main Contract Clause 20.8 [Expiry of Dispute Adjuaication Board's Appointment] applies under the Main Contract, either Party shail immediately after that be entitled to rofor the ‘Subcontract dispute to the Subcontract DAB and sub-paragraph (a) of this Sub- Clause shal no longer apply. At any tie alter the expiry of the time stated or otherwise agreed in sub-paragraph {@) ofthis Sub-Ciause: 34 roa Conciente Conant205 — Appointment of the ‘Subcontract DAB 20,625 Obtaining Subcontract DAB's Decision the Contractor shall be enttied to refer the Subcontract dispute to the Subcontract DAB; or (@ the Subcontractor shal, at his option, be entitled to refer the Subcontract dispute to the Subcontract DAB or to arbitration under Sub-Ciause 20.7 (Subcontract Artitration} If the Contractor does not notify the Subcontractor that the Subcontract dlsoute involves an issue or issues which is/are also involved in a dispute betwoen the Contractor and the Employer under the Main Contract in any Notice of Dispute diven by the Contractor, or within 14 days of receiving a Notice of Dispute from the ‘Subcontractor, ether Party shall be entitled to refer the Subcontract cispute to the ‘Subcontract DAB. LUniess the Subcontract has already been abandoned, repudiated or terminated, the ‘Subcontractor shall proceed with the Subcontract Works in accordance with the Subcontract. Disputes between the Contractor and the Subcontractor shall be decided by a ‘Subcontract DAB, which shall be jointly appointed by the Parties within 42 days atter the date of a Notice of Dispute oF, where applicable, within 42 days alter the date of ‘empiry ofthe time stated or otherwise agreed in sub-paragraph (a) of Sub-Clause 20.4 [Subcontract Disputes). Unies it is stated in the Appendix fo the Subcontractor’s Offer that it shal comprise three members, the Subcontract DAB shal comprise ‘one suitably qualfed person. If the Parties fall to agroa upon the appointment of {any member of) the Subcontract DAB within 42 days after the date of a Notice of Dispute, or upen the appointment of a replacement person within 42 days after the ‘appointed person deciines or is unable to ct. then the President of FIDIC or a person ‘eppointed by the President shal, upon the request of ether or both Parties and ater due consuitation with both Parties, appoint the (membor of the) Subcontract DAB, ‘This appointment shall be final and conclusive, Each Party shall be responsible for paying one-half of the remuneration of the appointing entity or official The appointment of the Subcontract DAB may be terminated by mutual agrooment Of both Partes, but not by the Contractor or the Subcontractor acting alone, Unloss Cotherwise agreed by both Parties, the appointment of the Subcontract DAB shall ‘expire when the Subcontract DAB has given its decision on the disputo referred to i undor Sub-Ciause 20.6 [Obtaining Subcontract DAB's Decision), unless other cisputes have been referred to the Subcontract DAB oy that time under Sub-Crause 20.6 [Obtaining Subcontract DAB's Decision, in which event the relevant dato shal 'be when the Subcontract DAB has also given decisions on thase disputes, In al other respects Main Contract Clause 20.2 [Appointment af the Dispute Acjucication Board] shall apply to the appointment of the Subcontract DAB, except that: {@) the provisions relating to payment of relainer foes in the General Conditions of (Dispute Adjucication Agreement, and (©) Rules 1 to 4 of the Procedural Fules annexed to the General Conditions of Dispute Adjudication Agreement, shal not apply Either Party may, subject to Sub-Ciause 20.4 [Subcontract Disputes], refer @ ‘Subcontract dispute in wring to the Subcontract DAB for its decision with a copy one 0 35to the other Party. The reference shall state that itis given under this Sub-Ciause, In all respects, other than as staled in this Sub-Ciause, Main Contract Clause 20.4 [Obtaining Dispute Adjudication Boara's Decision] shall apply to the resolution of the ‘Subcontract dispute, The referanes to Main Contract Clause 20.8 [Expiry of Dispute Adjuclcation Board's Appointment] shall not apply. ‘The Subcontract DAB's decision shall be binding on both Parts unioss and. untilit shall be rovisod in an amicable settlement as described below, or en arbitra award in accordance with Sub-Clause 20.7 [Subcontract Arbitration). If cithor Party serves a notice of cissalisaction with the Subcontract DAB'S decision ‘within 28 days of that decision, both Parties shall atternpt to seltle the Subcontract dispute amicably before the commencement of arbitalion. However, unless both Patties agree otherwise, arbitration may be commenced an or after the twenty-eighth day after notice of cissatisfaction was given even ifno attempt at amicable settlement has been made. In the event that a Party fails to comply with any decision of the Subcontract DAB, then the other Party may, without prejudice to any other rights it may havo, rofer the failure itself to arbitration under Sub-Clause 20.7 [Subcontract Arbitration) for the purpose of abiaining an award ¢whethor interim oF other) to enforce that decision ‘There shall be no requirement to obtain a Subcontract DAB's decision or to attempt to reach amicable settloment in respect of this reference. 207 ‘Subcontract Arbitration Uinioss sottlad amicably, any Subcontract dispute in respect of which the Subcontract, DABS docision (f any) has not become final and binding shall be finaly settled Under the Rules of Afbitration of the International Chamber of Commerce and Main Contract Clause 20.6 [Arbitration] shall apply to the Subcontract dispute except that the dspute may be settled by one arbitrator appointed in accordance with the Rules. 36 rn 2011 Canine Suen er ContaINDEX AND INDEX OF SUB-CLAUSES Sub-Ciauso ‘Accoptad Suncontract Amount 444 ‘Access to the Sito 82 ‘Access to the Subcontract Works 43 ‘Adjustments for Changes in Cost, Subcontract 13.5 ‘Adjustments for Changos in Legislation, Subcontract, 13.4 ‘Advance Payment, Subcontract 442 ‘Agreement, Subcontract 19 Approvals 1.6 Abitration, Subcontract 207 ‘As-Built Documents 10.1(6) Assignment of Subcontract St ‘Assistanos by the Contractor as Bil of Quantities, Subcontract, 14.18 Breach, Termination of Main Contract in Consequence of Subcontractor 154 Caro of the Subcontract Works wa Certiicate, Performance 13 Centicates 16 Cessation of the Contractor's Liailty 14,10 Claims, Contractor's, in connection with the Subcontract 23 Giaims, Empioyer’s in connection with the Main Contract 34 Cims, Subcontractors 20.2 Gommencement of Subcontract Works 8A Communications, Language for 18 Communications, Subcontract 14 Completion of Subcontract Works 40.4 ‘Completion, Main Contract Tests on 92 ‘Completion, Subcontract Tests on on Completion, Subcontract Time for a2 Compiance with Main Contract 22 Compl, Faire to 208 Confimations 16 Gonsents 16 Contractor 144 Contractor's Application for Interim Payrnent Certiicate 145 Contractor's Claims in connection with the Subcontract 33 Contractor’ Indernities 472 Contractors Instructions 31 Contractor's Letter of Acceptance 116 Contractor's Liabilly, Cessation of 14.10 Contractor's Subcontract Representative 63 Co-operation under the Subcontract et Co-ordination of Main Works 35 Correct, Notice to, under the Subcontract 165 Cost, Subcontract Adjustments for Changes in 125 Currencies of Payment, Subcontract 1411 DAB, Appointment of the Subcontract 205 ore 209 3738 AB's Decision, Obtaining the Subcontract Damages for Delay, Subcontract Date of Subcontract Termination, Valuation at Daywork, Subcontract Decision, Obtaning the Subcontract DAB's Decisions Defects Notification Periad, Subcontract Definitions, Subcontract Delay Damages, Subcontract Delayed Payment under the Subcontract Determinations under the Main Contract Disputes, Amicablo Sottioment of Disputes, Arbitration of Disputes, Subcontract Documents, Main Contract Documents, Pritity of Suboontract Documents, Suboontractor's Employer Employer, No Privy of Contract with Employer's Claims in connection with the Main Contract Engineer Entitlements under the Main Contract, Rights, and Remedies Equipment, Subcontractors Equiornent, Subcontractor’ Use of Evaluation under the Subcontract Evidence of Insurance and Failure to Insure Extension of Subcontract Time for Completion Facies, Other, Subcontractor’s Use of Failure to Comply Failure to Insure Final Subcontract Payment Force Majeure Free-issue Matorials General Obligations, Subcontractor’s Goods, Subcontract Headings and Marginal Notes Indemnities, Contractor's Indernnitias, Subcontractors Risks and Instructions and Determinations under the Main Contract, Instructions, Contractor's Insurance arranged lay the Contractor and/or the Employer Insurance, Evidence of Insure, Failure to Insure, Subcontractor’s Obiigation to Interim Payment Certiicate, Contractor's Application for Interim Subcontract Payments Interpretation, Subcontract, Joint and Soveral Liablity under the Subcontract Language, Subcontract Law and 206 87 152 136 208 16 12 cr) ar 149 23 208 207 20.4 25 168 4a 11.8 1.40 34 11.9 28 75 7A 23 183 84 7A 203 183 148 19.4 72 44 14.23 12 72 WA 23 Bt 182 183 18.3 18.4 148 146 13 47 18‘Law, Subcontract, and Language Legislation, Subcontract Adjustments for Changes in Labiity, Cessation of Contractor's Liabiity, under the Subcontract, Joint and Several Labiity, Subcontract Limitation of Main Contract ‘Main Contract, Compliance with ‘Main Contract Documents ‘Main Contract, Employer's Claims in connection with the ‘Main Contract, Instructions and Doterrinations under ‘Main Contract, Payment after Termination of Main Contract, Rights, Entitlements and Remedies under ‘Main Contract, Sudcontractor’s Knowledge of Main Gontract, Termination of Main Contract Tests on Completion Main Works ‘Main Works, Co-ordination of Marginal Notes, Headings and Materials, Fros-Issue Materials, Ownershio of Subcontract Plant and ‘Measurement of Subcontract Works ‘Money, Payment of Retention, under the Subcontract Monthly Statements, Subcontractors Notice to Correct under the Subcontract Notices Notifcation Period, Defects, Suboontract Obigation, Subcontractor’, to insure Obligations, Subcontractors, after Taking-Over Obligations, Suacontractors General Omissions Other Facilties, Subcontractor’s Use of Other subcontractors Others, Persons in the Service of (Ownership of Subcontract Piant and Materals Payment afler Termination of Main Contract Payment, Delayed Payment, Final Subcontract Payment of Retention Money under the Subcontract Payment on Tormination by Subcontractor Payment, Subcontract Advance Payment, Subcontract Currencies of Payments, interim Subcontract Performance Certlicate Performance Security, Subcontract Period, Defects Notification Persons in the Service of Others Plant and Materials, Ownership of Suocontract Price, The Subcontract Prorty of Subcontract Documents Prvity of Contract with Employer, No Programme, Subcontract 18 13.4 44.10 17 173 44.11 ao 25 aa 23 163 2a 24 16.4 92 444 35 32 72 7A RA “7 143 185 16 12 18.4 WA 44 12.8 7A a1 62 7a 15.3 149 14.8 147 16.3 142 14.11 146 13 42 2 62 74 144 15 440 aa 39Progress Reports, Subcontract Proposal, Request for, Subcontract Variation ‘Quantity Estimated and Quantity Executed Remedies under Main Contract, Rights, Entilloments ang Reports, Subcontract Progress: Representative, Contractor's Subcontract Representative, Subcontractor's Request for Proposal for Subcontract Variation Retention Money, Payment of, under the Subcontract Rights under the Mein Contract, Entitements and Remedies: Risks and Indernnitios, Subcontractors Security, Subcontract Performance Sottioment, Amicable Sito, Access to the Statements, Subcontractor’s Monthly ‘Subcontract Agrooment Subcontract, Assignment of ‘Subcontract Communications ‘Subcontract DAB, Appointinent of the Subcontract DAB, Oblaining Decision of the ‘Subcontract Damages for Dolay Subcontract Defnitions ‘Subcontract Documents, Priorty of Subcontract Limitation of Lizilty Subcontract Materials, Ownership of Plant and ‘Subcontract Performance Security ‘Subcontract Plant, Ownership of ‘Subcontract Price Subcontract Programme ‘Subcontract Progress Reports, ‘Subcontract Represontative, Contractor’ ‘Subcontract, Termination by Contractor ‘Subcontract Tests on Completion ‘Subcontract Time for Completion ‘Subcontract Time for Completion, Extension of ‘Subcontract Variation, Request for Proposal for ‘Subcontract Variations, Valuation of Subcontract Works, Aacess to the Subcontract Works, Commencement of Subcontract Warks, Compilation of Subcontract Works, Measuroment of Subcontract Works, Suspension of, by the Contractor Subcontract Works, Taking-Ovor the ‘Subcontract Works, Variation of Subcontracting Subcontractor ‘Subcontractor Breach, Termination of Main Contract in Consequence of ‘Subcontractor, Payment on Termination by ‘Subcontractor, Termination by Subcontractor’s Documents Subcontractors Entitlement to Suspond Works Subcontractor’s Equipment oro 2011 connec as 138 12.2 24 8s 63 64 133 147 24 1A 42 206 32 143 19 5A 14 208 206 a7 rf 15 73 Ta 42 7A 4A 83 BS 63 186 at 82 84 133 132 43 at 10.4 124 86 102 18.1 52 1.34 18.4 16.3 16.2 44 16.1 78‘Subcontractor’s General Obligations ‘Subcontractor’s Knowledge of the Main Contract Subcontractors Monthiy Statements ‘Subcontractor’s Obligation to Insure ‘Subcontractor’s Ooligations aftor Taking-Over Subcontractor's Personnel Subcontractor's Representative Subcontractor's Risks and indemrities Subcontractor's Uso of Equipment, Temporary Works and/or Other Facilties Suspension of Subcontract Works by the Contractor 86 ‘Taleng-Over by the Contractor 103 Taking-Over Subcontract Works 102 ‘Taking-Over, Subcontractor’s Obligations after na ‘Temporary Works, Subcontractors Uso of 7A ‘Tormination by Subcontractor 16.2 ‘Termination of Main Contract 164 ‘Termination of Subconvact by the Contractor 156 Termination of the Main Contract in Consequence of 19.4 Subcontractor Breach Termination, Valuation at Date of Subcontract 192 ‘Tests on Completion, Main Contract 92 Tests on Completion, Subcontract ea Time for Completion, Extension of Subcontract a4 Time for Completion, Subcontract B2 Valuation at Dato of Subcontract Termination 152 Valuation of Subcontract Variations 132 Variation of Subcontract Works 184 Variation, Request for Proposal for Subcontract 183 ene 201 at